PT Indofood Sukses Makmur Tbk (IDX:INDF) made an offer to acquire an additional 25.47% stake in Indofood Agri Resources Ltd. (SGX:5JS) from a group of shareholders for SGD 98.6 million on April 10, 2019. PT Indofood Sukses Makmur Tbk will acquire the shares at a price of SGD 0.28 per share in cash. In the event of any dividends, rights and other distributions being declared, the offer price payable to a shareholder who validly accepts or has validly accepted the offer shall be reduced by an amount which is equal to the amount of such distribution. As of May 24, 2019, Indofood Agri Resources announced a dividend of SGD 0.0025 per share adjusting the offer per share from SGD 0.28 to SGD 0.2775 per share, under the offer. As of May 31, 2019, PT Indofood Sukses Makmur Tbk increased the offer price to SGD 0.3275 per share after adjusting for the payment of the financial year 2018 dividend by Indofood Agri Resources Ltd to shareholders. PT Indofood Sukses Makmur Tbk does not intend to further revise the final offer price. PT Indofood Sukses Makmur Tbk will shortly dispatch a written notification to shareholders in relation to the offer price revision on or before June 11, 2019. Prior to the transaction, PT Indofood Sukses Makmur Tbk holds 39.56 million shares amounting to 2.83% stake in Indofood Agri Resources Ltd. PT Indofood Sukses Makmur Tbk along with relevant corporations hold 1.04 billion shares amounting to 74.34% stake in Indofood Agri Resources Ltd. First Pacific Investments Ltd. and First Pacific Investments (B.V.I.) Limited have given irrevocable undertaking and confirmed that they will not tender, not sell, transfer or otherwise dispose of shares held by them. CIMB Bank Berhad, Singapore Branch confirms that sufficient financial resources are available to PT Indofood Sukses Makmur Tbk to satisfy full acceptance of the offer by the holders of the offer shares. PT Indofood Sukses Makmur Tbk will finance the consideration by bank borrowings.

PT Indofood Sukses Makmur Tbk is making the offer with a view to delist and privatize Indofood Agri Resources Ltd. In the event that the free float requirement is not satisfied, PT Indofood Sukses Makmur Tbk does not intends to preserve the listing status of Indofood Agri Resources Ltd. and has no intention to undertake or support any action to satisfy the free float requirement or for any such trading suspension by the SGX-ST to be lifted. In such event, PT Indofood Sukses Makmur Tbk intends to seek the delisting of Indofood Agri Resources Ltd. from the SGXT-ST (Singapore Exchange Securities Trading Limited). Pursuant to Section 215 of the Companies Act, if PT Indofood Sukses Makmur Tbk receives valid acceptances pursuant to the offer (or otherwise acquires shares during the period when the offer is open for acceptance) in respect of not less than 90% of the total number of issued shares (other than those already held by PT Indofood Sukses Makmur Tbk, its related corporations or their respective nominees as at the date of the offer and excluding any shares held in treasury), PT Indofood Sukses Makmur Tbk would be entitled to exercise the right to compulsorily acquire all the shares of shareholders who have not accepted the offer on the same terms as those offered under the offer. In such event, PT Indofood Sukses Makmur Tbk intends to exercise its right to compulsorily acquire all the offer shares not acquired under the offer. PT Indofood Sukses Makmur Tbk will then proceed to delist Indofood Agri Resources from the SGX-ST. PT Indofood Sukses Makmur Tbk has no current intentions to introduce any major changes to the existing business of Indofood Agri Resources Ltd or discontinue the employment of the existing employees of Indofood Agri Resources Ltd or its subsidiaries, in each case, other than in the ordinary and usual course of business.

The offer will be conditional upon PT Indofood Sukses Makmur Tbk having received, by the close of the offer, valid acceptances in respect of such number of shares which, when taken together with the shares owned, controlled or agreed to be acquired by PT Indofood Sukses Makmur Tbk and parties acting in concert with it before or during the offer, will result in PT Indofood Sukses Makmur Tbk and its concert parties holding more than 90% of the total number of shares as at the close of the offer. Save for the acceptance condition, the offer is unconditional in all other respects. As of May 10, 2019, the Directors of Indofood Agri Resources recommended the transaction to the shareholders of Indofood Agri Resources. As of June 14, 2019, the Directors of Indofood Agri Resources recommended the revised offer transaction to the shareholders of Indofood Agri Resources. The offer document setting out the terms and conditions of the offer is expected to be dispatched to shareholders of Indofood Agri Resources Ltd. not later than 21 days from the date of the announcement and that the offer will remain open for acceptances by shareholders for at least 28 days from the date of posting of the offer document. The transaction is expected to be closed on May 24, 2019 or such later date as may be announced from time to time by or on behalf of PT Indofood Sukses Makmur Tbk. As of May 24, 2019, the closing date for the offer is extended to June 25, 2019 or such later date as may be announced from time to time by or on behalf of PT Indofood Sukses Makmur Tbk.

Lawrence Tan and Favian Tan of Rajah & Tann acted as legal advisors and CIMB Bank Berhad, Singapore Branch acted as financial advisor to PT Indofood Sukses Makmur Tbk. Boardroom Corporate & Advisory Services Pte. Ltd acted as registrar to Indofood Agri Resources Ltd. As of May 10, 2019, Novus Corporate Finance Pte Ltd was appointed as independent financial advisor for the Directors of Indofood Agri Resources. The Central Depository (Pte) Limited acted as the depositary bank to Indofood Agri Resources.

PT Indofood Sukses Makmur Tbk (IDX:INDF) cancelled the acquisition of an additional 25.47% stake in Indofood Agri Resources Ltd. (SGX:5JS) from a group of shareholders on June 25, 2019. The offer period ended on June 25, 2019 with acceptances in respect of 189.5 million shares. PT Indofood Sukses Makmur Tbk owned 88.08% stake with concert parties. As the offer was conditional upon concert group owning more than 90% stake, the offer lapsed. All offer shares tendered in acceptance of the offer will be returned to shareholders.