PT Ultrajaya Milk Industry & Trading Company Tbk (ULTJ) plans to acquire 100% of PT Frisian Flag Indonesia (FFI) for Rp14.57 trillion through its fourth rights issue, which will also change the company's controlling shareholder structure (05/11).

In an information disclosure dated November 4, 2026, Ultrajaya announced plans to issue up to 7,878,669,985 new shares, with a nominal value of Rp50 per share and an exercise price of Rp2,150 per share.

Ultrajaya Plans Rp14.57 Trillion Acquisition of Frisian Flag Indonesia

Through the proposed transaction, ULTJ will acquire all 24,440 shares of Frisian Flag Indonesia, representing 100% of the company's issued and paid-up capital. The agreed transaction value is Rp14,569,997,013,000.

Under the rights issue arrangement, every 15,200 existing shares will entitle shareholders to receive 11,517 pre-emptive rights. Each right can be used to purchase one new ULTJ share at Rp2,150.

Three FFI shareholders will contribute their shares as non-cash capital contributions. FrieslandCampina International Holding B.V. (FCIH) will contribute 78.09% of FFI's shares, Blue Waves Group Ventures Pte. Ltd. (BWG) will contribute 16.91%, and PT Bahtera Wiraniaga Internusa (BWI) will contribute 5%.

ULTJ Rights Issue to Fund Acquisition and Working Capital

Approximately 86.01% of the proceeds from the rights issue will be used to acquire all shares of Frisian Flag Indonesia, valued at Rp14.57 trillion.

The remaining proceeds, in the form of cash contributions, will be allocated to working capital. These funds will cover direct material purchases, direct labor payments, maintenance and repairs, and electricity expenses.

ULTJ stated that shareholders who do not exercise their pre-emptive rights could experience maximum ownership dilution of 43.11%.

FrieslandCampina to Become Ultrajaya's New Controlling Shareholder

The proposed acquisition will change ULTJ's controlling shareholder. Once the transaction is completed, FCIH will become the company's new controlling shareholder, while Sabana Prawirawidjaja will no longer hold that position.

FCIH will have the right to nominate four of ULTJ's seven directors and four of its eight commissioners.

Following the change of control, FCIH will also be required to conduct a mandatory tender offer for the remaining ULTJ shares held by public shareholders, in accordance with applicable regulations.

ULTJ Acquisition Awaits Shareholder and OJK Approval

ULTJ plans to seek shareholder approval for the proposed transaction at an Extraordinary General Meeting of Shareholders (EGMS) scheduled for November 6, 2026.

The rights issue will also require an effective statement from Indonesia's Financial Services Authority (OJK) before it can proceed. Meanwhile, the company targets completion of the acquisition no later than January 31, 2027.

According to an independent assessment conducted by KJPP Rengganis, Hamid dan Rekan, the proposed transaction has been declared fair.

PHOTO: FRISIAN FLAG

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