Indonesia - BAT, Bentoel shareholders approve planned merger..

December 8, 2009 - Shareholders in PT British American Tobacco (BAT) Indonesia and PT Bentoel International Investama approved Friday the proposed merger of the two companies to challenge the domination of big players in the country's lucrative cigarette market.

We reported cigarette maker PT BAT Indonesia (BATI.JK) said in October 2009 it plans to merge with sister company PT Bentoel Internasional Investama (RMBA.JK) in order to create a stronger entity. At this time BAT said the merger is subject to approval from both shareholders of the companies and legal consent from the Indonesian Regulatory Authority for Indonesian Capital Market (Bapepam), the country's market watchdog. The two companies will hold shareholder meetings December 4, 2009 for the approval of the merger plan. (Indonesia - PT BAT Indonesia to merge with PT Bentoel International Investama Terbuka..)

A statement issued Friday, December 4th said 99.99 percent of shareholders in Bentoel, the country's fourth-largest tobacco company, and 86.62 percent of shareholders in BAT Indonesia, the local unit of Europe's biggest tobacco company, had approved the merger in separate extraordinary meetings.

The merger plan follows the acquisition in June of Bentoel shares by BAT Indonesia in a deal worth US$494 million. Under the deal, BAT bought 85 percent of Bentoel at a price of Rp 873 (9 US cents) a share.

The statement said that under the proposed merger, all BAT Indonesia shares would be exchanged for Bentoel shares at a ratio of 7.68 percent Bentoel shares per BAT Indonesia share.

BAT Indonesia assets and liabilities will be transferred to Bentoel on Jan. 1 next year as the surviving entity. Bentoel will remain listed on the Indonesian bourse.

The merger is expected to help BAT Indonesia diversify into kretek (clove-flavored) cigarettes and strengthen its presence in the Indonesian market, the world's fifth-largest with 250 billion cigarettes produced annually.

Kretek cigarettes account for more than 90 percent of the Indonesian market, with regular cigarettes making up the rest.

Bentoel sells both types, and its brands include Bentoel, Star Mild, X Mild and Country.

The new company will also look to challenge the three big firms that together dominate 70 percent of the market: Philip Morris International's H.M. Sampoerna (27 percent market share), Gudang Garam (22 percent) and Djarum (21 percent).

Djoko Moeljono will become president commissioner of the merged entity, while Jeremy Pike, previously BAT's director for Africa, will become president director.

The merger is still subject to approval by the market regulator, and is expected to go through in January.

Following the merger, BAT will own a 98.26 percent stake in the new company, assuming all shareholders take up the merged group's shares.

BAT Indonesia is 79 percent owned by BAT.

Reference: BAT, Bentoel shareholders approve planned merger, The Jakarta Post, 12/5/2009.

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