Nama

UNIVERSITAS INTERNATIONAL BATAM

BATAM

2019
 ABSTRACT

This article discusses the notification of corporate actions reviewed by business competition law.
In business competition law, corporation which carry out corporate actions including a merger or
merger, consolidation or consolidation; and acquisition or acquisition. must be told to notify
(notification) of the corporate action to institutions that oversee business competition, which is in
Indonesia is the Business Competition Supervisory Commission (KPPU). Notice or the
notification is intended so that corporate actions do not adversely affect a fair business
competition climate. In the article This is discussed, how the notification should be done by
corporation that carries out corporate action, so it's not precisely instead it causes monopolistic
practices and not business competition healthy. In Indonesia, the provisions regarding
notification of corporate actions are regulated in Act Number 5 of 1999 concerning Prohibition
Monopolistic Practices and Unfair Business Competition (Competition Law Effort), and
regulated further in Government Regulation Number 57.Wisdom implementations which
deregulation and bureaucratization this has had an impact so wide in almost all sectors
Indonesian economy. That impact prominent among others, the emergence of new opportunities
and increasingly sharp competition in the same sector and even between sectors. This situation
has been a challenge for the business manager to satisfy shareholders or investors as a logical
consequence of that business is growing.

Introduction
At this level, namely with identify available opportunities for companies that it manages
within the range of its operations now. This level of analysis is only will have meaning if the
company do not fully take advantage of opportunities in the product and market now. This
second level is with identify opportunities for integrate with other parts system that is in that
industry. Growth through integration only will have meaning if the industry strong and company
can obtain it by holding backward, forward, or integration horizontally in the industry.
Arrangement regarding a period of 30 days in reporting on expropriation The company's
shares which have been carried out basically aim to supervise Facebook Don't take over shares
that are monopolistic and unfair business competition, as prohibited in Article 28 paragraph (2).
In terms of KPPU has the authority to impose administrative sanctions on business actors
violating the provisions of Law No. 5 of 1999. Seen from the formulathat Article 29 paragraph
(1) is a further regulation of Article 28, namely concerning the supervision procedure of the
prohibition contained in Article 28. With thus, the main thing protected is the provision in
Article 28 paragraph (2) is fair business competition, where the 30 day provision in Article 29
paragraph (1) is only constitutes an additional procedure as a way for KPPU to supervise the
implementation of Article 28. If there is a business actor carrying out a share and breaking it
provisions in Article 28 paragraph (2), in accordance with the KPPU authority of the business
actor administrative sanctions may be imposed.
Nippon Indosari Corpindo Tbk (ROTI) (Sari Roti) was established on March 8, 1995 under
the name of PT Nippon Indosari Corporation and began commercial operations in 1996. The
head office and one of the ROTI factories are located in MM 2100 Industrial Estate Jl. Selayar
Blok A9, Mekarwangi Village, West Cikarang, Bekasi 17530, West Java - Indonesia. Based on
the Company's Articles of Association, the scope of ROTI's business is in manufacturing, selling
and distributing bread and beverages, including but not limited to various types of bread, white
bread, sandwiches and all kinds of other cakes and all types of soft drinks, including but not
limited to fruit drinks, milk-based drinks and other drinks.
At present, ROTI's main business activities are manufacturing, selling and distributing
bread (white bread, sweet bread, layered bread, cake and bread crumb) under the brand name
"Sari Roti". Sari Roti's real marketing at that time included: Jabodetabek, Bandung (West Java)
and Lampung. Then in 2005, the Company expanded its business in the East Java Region by
establishing a factory in the Pasuruan Region with a production capacity of 3 lines. In its
development, the Factory in Pasuruan also serves marketing in the Jogja region, and Central Java
and Bali Island. With the rapid growth of Sari Roti sales in the Greater Jakarta Area, in 2008 the
Company rebuilt its third factory which is also located in the Jababeka Industrial Estate -
Cikarang, West Java with a production capacity of 2 lines, which in 2010 experienced an
expansion of production capacity to 4 line.

Law
Law is the most important system in the implementation of a series institutional strength.
From the form of approval of authority in the field politics, economy and society in various ways
and act, as discusses the main in social relations between communities against criminalization in
criminal law, criminal law that seeks ways the state can Ask for help in the constitution Legal
approval, protection of human rights and additional authority politics and ways of representing
where they will be chosen.
Law is basically the rules of human behavior, that is held by authorized bodies, which are
coercive, must obeyed, and provide strict sanctions for violators of these regulations (sanctions
it is certain and can be felt real for those concerned). Objective law are rules that govern
relationships between members Public. From this developed the understanding of legal relations,
namely relationships among fellow members of society governed by law, and legal subjects, i.e.
each community member who has a mutual relationship law.
Law enforcement itself must be interpreted in framework three concept, which is as
follows:
a. The concept of total law enforcement concept) which demands that all values are behind
the norm the law is enforced without exception.
b. The concept of full law enforcement (full enforcement concept) who realize that the total
concept needs to be limited by procedural law and so on for the protection of interests
individual.
c. The concept of actual law enforcement (actual enforcement concept) which emerged after
discretion in law enforcement because of limitations, both related to infrastructure, the
quality of human resources, the quality of legislation and the lack of community
participation.
The State of Indonesia is a state of law, so every a person who commits a criminal offense
must be held accountable his actions through the legal process. Law enforcement contains the
meaning that a crime is an act that is prohibited by a rule of law, where the prohibition is
accompanied by threats (sanctions) in the form of certain crimes as its responsibility. In this case
it has to do with the principle of legality, which does not exist an act can be convicted but has
been regulated in law, then for anyone who violates the prohibition and the ban has been set in
the law, then for the para the offender may be subject to sanctions or punishment, while the
threat of criminal addressed to the person who caused the incident, there is a relationship that's
tight anyway.

. This type of acquisition requires the votes of the target company's shareholders to
approve the takeover the company.
The acquisition has benefits for the company, among others (Lestari, 2008):
a. Complementary
Horizontally merging two or more similar companies can cause synergies in various
forms, for example: product expansion, technology transfer, strong human resources and
so on.
 b. Pooling Strength
Companies that are too small to have important functions for their companies, for
example: research and development, will be more effective if you join with other
companies that have that function.
c. Reducing Competition
Combination including similar companies will result the centralization of control so as to
reduce competitors.
d. Save the company from bankruptcy
For companies that have liquidity problems and are pressured by creditors, decision of
acquisition with a strong company will save company from bankruptcy.
In principle there are two motives that drive a the company made an acquisition namely
economic motives and non-economic motives. Economic motives related to the essence of the
company's goals, namely increase company value or maximize prosperity shareholders. On the
other hand, non-economic motives are motives that are not based on the essence of the
company's goals, but based on subjective desires or personal ambitions of the owner or
management of the company.

The reason why companies make acquisitions is there the benefits obtained even though
these assumptions are not all proven. Specifically, the advantages of acquisition include:
a. Stock acquisition does not require shareholders' meetings and votes shareholders so that
if the shareholders don't like Bidding firm bid, they can hold their shares and not sell to
the Bidding firm.
b. The acquiring company can deal directly with shareholders of the company acquired by
tendering offer, so no company management approval is needed.
c. The acquisition of shares can be used to take over the company who are not friendly.
The acquisition of assets requires a shareholder vote but it is not requires a majority of
shareholder votes. Like the acquisition shares so there are no obstacles for minority shareholders,
if they don't approve the acquisition

Besides having advantages, Wiriastari (2010) as well revealed the weaknesses of the
acquisition including:
 a. If minority shareholders disagree with quite a lot of takeovers, the acquisition will be
canceled. On generally the company's articles of association determine at least two thirds
(67%) of the votes agree on the acquisition so that the acquisition occurs.
b. If the acquirer takes over all the shares purchased then a merger occurs.
c. Basically the purchase of each asset in the acquisition of assets must be the law behind
the name causes a high legal cost.

Violation
According to Andi Hamzah, the division of crimes was over Crimes and Abuses in the
Dutch WvS 1886 and the WvS (KUHP) Indonesia in 1918 made a theoretical difference. Crime
often referred to as a legal offense, meaning that before it is regulated in the law, it has been seen
as supposed to be criminalized while Violations are often referred to as offenses, meaning that
they are viewed as offense because it is listed in the law. Furthermore Andi Hamzah explained
that regarding the type of criminal, there is no difference fundamental between Crime and Abuse.
Only on Violation not has been threatened with criminal acts.
Lamintang, in his book the basics of criminal law in Indonesia, states that people
generally only know that action it is a violation that is against the law so can be punished after
the said action is prohibited in the law.8Then on violations There are no provisions there is a
complaint as a condition for prosecution.

Corporate Governance
Governance is taken from the Latin word, governor which means to direct and
controlling. In business management, the word is adapted to be corporate governance as an effort
to direct (directing) and control (control) organizational activities, including companies. Good
Corporate Governance (GCG) has many definitions, Azhar Kasim defines governance as quoted
by Faith and Amin (2002: 5) “Governance is the process of managing various fields of life
(social, economic, political, etc.) in a country and the use of resources (natural, financial, human)
in a manner consistent with the principles of justice, efficiency, transparency and
accountability”. Corporate governance as a set of regulatory rules relationships between
shareholders, management, creditors, government, employees, and shareholders of other internal
and external interests in connection with their rights and obligations, or in other words that
system directing and controlling the company.
Corporate Governance is a system that directs and controls company with the first goal,
in order to achieve a balance between strength the authority required by the company and,
secondly, to guarantee the continued existence and accountability to stakeholders. This matter
relating to the regulatory authority of owners, directors, managers, shareholders, etc. Corporate
Governance is the system by which business corporations are directed and controlled. The
corporate governance structure specifies the distribution of rights and responsibilities among
different participants in the corporation, such as, the board managers, shareholders and other
stakeholders, and spells out the rules and procedures for making decisions on corporate affairs.
By doing this it also provides the structure through which the company objectives are set, and the
means of attaining those objectives and monitoring performance.
Defines corporate governance as a group relationship between company management,
board and shareholders, and other parties who have an interest in the company. Corporate
Governance also implies the existence of a structure, a device for achieving goals, and
supervision of performance. Good Corporate Governance can providea good stimulus or
incentive for the board and management to achieve goals which are in the interests of the
company or shareholders and must be facilitate effective monitoring, thus encouraging
companies to use resources more efficiently.
Corporate Governance is a collection of laws, regulations and rules-rules that must be
met that can encourage the performance of sources The company works efficiently, producing
long-term economic value sustainability for shareholders and the surrounding community
overall. Among business people, in general good corporate governance (GCG) interpreted as
corporate governance. GCG is also defined as a system regulate and control companies that
create added value added) for all stakeholders.

Case Summary (Problem)

PT Japfa Comfeed Indonesia Tbk (JPFA) was fined by the Business Competition
Supervisory Commission (KPPU) for being late in reporting the acquisition of the Multi Food
Permai Company on April 1, 2015. Where reporting by JPFA was carried out on September 19,
2016. It should be noted that the regulations Notification in Article 29 of Law No. 5 of 1999 that
a merger or consolidation of a business entity or acquisition of shares as referred to in Article 28
which results in the value of assets and or sales value exceeds a certain amount, must be notified
to the commission, no later than 30 days from the date of the merger, the fusion, or takeover.
Therefore, the KPPU sanctions JPFA regarding the case. The same thing was done by PT
Nippon Indosari Corpindo Tbk (ROTI) late in giving notice of the acquisition of PT Prima Top
Boga in 2018 (Hadya, 2019).
PT Japfa Comfeed Indonesia Tbk (JPFA) stated the fines imposed on its subsidiaries,
namely PT Santosa Agrindo and PT Austasia Stockfeed by the Business Competition
Supervisory Commission (KPPU) did not materially harm the company. Japfa Comfeed
Indonesia's Corporate Secretary, Maya Pradjono through the disclosure of information on the
Indonesia Stock Exchange (BEI) explained the Central Jakarta District Court's decision that
strengthened the KPPU's decision had set guilty to two Japfa Comfeed Indonesia subsidiaries
and 30 companies others for the cartel case.
The fine imposed on Santosa Agrindo is Rp. 5.45 billion or around US $ 380,000. As for
Austasia Stockfeed, the fine that must be paid reaches Rp. 8.83 billion or around US $ 615,000.
On January 7, 2019, two subsidiaries of Japfa Comfeed Indonesia received a Supreme Court
ruling that rejected the appeal of 27 companies which included our two subsidiaries.
The KPPU's decision has permanent legal force so that inevitably these two Japfa
Comfeed Indonesia's subsidiaries must pay the fines imposed on them. The decisions of KPPU
Santosa Agrindo and Austasia Stockfeed did not have a material impact on operational activities,
financial conditions, and business continuity of Japfa Comfeed Indonesia as the holding
company.
Chairman of the Business Competition Supervisory Commission (KPPU), M Syarkawi
Rauf said PT Japfa Comfeed Indonesia Tbk and ROTI should get even greater fines from the
decision. The reason is, the benefits they get from the practice of early rejections are greater than
the fines imposed.
The purposed of this rules is to bring order the company to obey the rules. Investor not to
much reaction significantly to this news also, because the company stated that the fine is not
materially significant has impact to the company operational activities.
PT Japfa Comfeed Indonesia Tbk (JPFA) stated the fines imposed on its subsidiaries,
namely PT Santosa Agrindo and PT Austasia Stockfeed by the Business Competition
Supervisory Commission (KPPU) did not materially harm the company. Japfa Comfeed
Indonesia's Corporate Secretary Maya Pradjono through the disclosure of information on the
Indonesia Stock Exchange (BEI) decision that strengthened the KPPU's decision has set guilty to
two Japfa Comfeed Indonesia subsidiaries and 30 companies others for the cartel case. The fine
imposed on Santosa Agrindo is Rp. 5.45 billion or around US $ 380,000. As for Austasia
Stockfeed, the fine that must be paid reaches Rp. 8.83 billion or around US $ 615,000. The
KPPU's decision has permanent legal force so that inevitably these two Japfa Comfeed
Indonesia's subsidiaries must pay the fines imposed on them.
The Business Competition Supervisory Commission (KPPU) imposes a fine of Rp3.75
billion against PT Japfa Comfeed Indonesia Tbk (JPFA). This animal feed and processed food
producing company has decided on the approval of a government regulation on mergers and
acquisitions. This case began when JPFA acquired PT Multi Makanan Permai which was
effective for a subsidiary on 27 April 2015 based on the Letter of the Directorate General of
General Law Administration of the Ministry of Law and Human Rights of the Republic of
Indonesia Number: AHU AH.01.03-0928464.
JPFA only gave notice to KPU on September 19, 2016. The company should have been
obliged to notify the latest on June 10, 2015. For these delays, JPFA is considered to have
violated Article 29 of Law Number 5 of 1999, junto Article 5 of Government Regulation
Number 57 of 2010. For this error, JPFA was required to pay a fine of Rp 3.75 billion.
PT Nippon Indosari Corpindo Tbk is stumbling on legal issues, he was sentenced to a
fine of Rp2.8 billion. This is because the Sari Roti producer is late in reporting corporate actions
in the form of the acquisition of the majority share of PT Prima Top Boga's bread producer.
"Stating that the reported (Nippon Indosari) was proven legally and convincingly violated Article
29 of Law Number 5 of 1999 in conjunction with Article 6 of PP 57 of 2010," said Ukay
Karyadi, Chairperson of the Business Competition Supervisory Commission (KPPU) Assembly.
Due to being late in reporting corporate actions in acquiring PT Prima Top Boga's
majority shares, the Business Competition Supervisory Commission (KPPU) has found guilty of
the manufacturer of Sari Roti, PT Nippon Indosari Corpindo, Tbk. Case Decision No. 07 /
KPPU-M / 2018 was read on Monday (11/26), in the KPPU Meeting Room. KPPU sentenced PT
Nippon Indosari Corpindo to pay a fine of Rp2.8 billion for violating Article 29 of Law No.5
Year 1999 concerning Prohibition of Monopolistic Practices and Unfair Business Competition
jo. Article 5 PP No.57 of 2010 concerning Merger or Consolidation of Business Entities and
Takeover of Company Shares which Can Result in the Occurrence of Monopolistic Practices and
Unfair Business Competition. It can be explained that the object of the a quo case in this case is
the late notification in the Takeover (Acquisition) of PT Prima Top Boga Company's Shares by
the Reported Party, with a transaction value of Rp31,499,722,800.00 (thirty one billion four
hundred ninety nine million seven hundred twenty two thousand eight hundred rupiah).
In the reading of the decision also explained that the reported acquisition / share
acquisition transaction of PT Prima Top Boga on January 24, 2018, 32,051 shares (issuance of
new shares) which was taken over by adding capital worth Rp31, 499,722,800.00 (thirty one
billion four hundred ninety nine million seven hundred twenty two thousand eight hundred
rupiah) by PT Nippon Indosari Corpindo, Tbk. After a long process, through the Merger
Directorate, it was stated that based on calendar day calculations, the notification of the takeover
of PT Prima Top Boga's shares should be notified to the Commission no later than March 23,
2018. However, the reported party reported the takeover of shares on March 29, 2018.

Implementation of GCG in JPFA

Good Corporate Governance is a system that regulates the relationship between the role
of the Board of Commissioners, the role of the Board of Directors, shareholders and other
stakeholders. Also referred to as a transparent process for determining the company's goals,
achievements and performance assessment. Agoes (2006) explains that good corporate
governance is "Administrative mechanisms that govern the relationships between company
management, commissioners, directors, shareholders, and other interest groups. Where this
relationship is manifested in the form of game rules and incentive systems as a framework
needed to achieve company goals, how to achieve goals and monitor the resulting performance ".
Good corporate governance (GCG) is a set of regulations that regulate, manage and
oversee the relationship between company managers and stakeholders in a company to increase
the value of the company. Companies that improve GCG quality show an increase in market
valuations, while companies that experience a decrease in GCG quality, tend to show a decrease
in market valuations (Cheung, 2011).
 The implementation of GCG in JPFA reflectes that the transparency not yet implemented
well because from the case it is known that JPFA is fined because not reported the merger
activities to the KPPU.
The decisions of KPPU Santosa Agrindo and Austasia Stockfeed did not have a material
impact on operational activities, financial conditions, and business continuity of Japfa Comfeed
Indonesia as the holding company. The Central Jakarta District Court on 1 August 2017
strengthened the decision of the Business Competition Supervisory Commission (KPPU) which
stipulated that all 32 companies including two subsidiary companies, Santori and Austasia, were
sentenced to pay fines of Rp5.45 billion and Rp8.82 billion . Both are proven to have violated
Article 11 of the provisions regarding cartels and Article 19 (c) relating to restrictions on the
circulation or sale of products in the relevant market. Law No.5 of 1999 concerning the
prohibition of monopolistic practices and unfair business competition in the import of cattle trade
in Jakarta, Bogor, Depok, Tangerang and Used.

DISCUSSION
PT Japfa Comfeed Indonesia Tbk (JPFA) has finally completed the merger with PT Multi
Agro Persada Tbk (TRPK). This was agreed at the extraordinary general meeting of shareholders
(EGMS) held by the company. The first agenda approved the company's merger, merger design,
merger deed, and amendment to the company's articles of association. In connection with the
company's merger with TRPK, where the company became the company that received the
merger.
PT. Japfa Comfeed Indonesia, Tbk (JAPFA) is a company that running a business and
processing company of all kinds of materials for manufacture / production of animal food
ingredients or animal feed. See is Soy Bean Meal (SBM) sales potential in Indonesia, in
particular to Laying Chicken Breeders who do not buy factory-processed feed, PT Japfa
Comfeed Indonesia tries to enter SBM trade by doing the acquisition of PT Multi Foods Permai
(MMP) shares. PT Multi Foods Permai is a company in the field of trade and industry in the food
sector which was not initially operating, was established on October 9 2012.
Based on the deed of sale and purchase of shares No. 6 dated April 1, 2015, has been
there was a sale and purchase agreement between Ir. Penter Prawidjaja with Reported Party of
120 (one hundred and twenty) shares with a transaction value of the share sale and purchase of
Rp 138,000,000.00 (one hundred thirty-eight million rupiah). In addition, the Reported Party also
took over the shares of Rexon Budiharto, M.Sc with a sale and purchase agreement April 1, 2015
as outlined in the deed of sale and purchase of shares No. 8 dated April 1, 2015 of 300 (three
hundred) shares with the value of the sale transaction buy shares of Rp 345,000,000.00 (three
hundred forty-five million rupiah).
After the takeover of shares, PT. Japfa Comfeed Indonesia (Tbk) became the majority
shareholder with 70% ownership of PT. MMP. Total shares of PT. MMP owned by PT. Japfa
Comfeed Indonesia 420 (four hundred twenty) shares with a nominal value of Rp
483,000,000.00 (four hundred eighty-three million rupiah). Takeover PT Multi Makanan
Permai's shares by the Reported Party have been effectively effective Juridical since 27 April
2015 based on the Directorate General's Letter General Law Administration Ministry of Law and
Human Rights Republic of Indonesia Number: AHU-AH.01.03-0928464 regarding Revenue
Notification of Change of Data of PT Multi Makanan Permai Company.
In order to provide certainty in the business world, the Commission provides opportunity
for business actors to make notifications (notifications) to the Commission in carrying out the
merger, consolidation, or takeover. The Commission will then assess the impact of the merger,
consolidation, or expropriation and provide opinions related to this matter. Thus, business actors
avoid whether uncertainty the merger, consolidation, or expropriation carried out will canceled
by the Commission because it was considered to result in monopolistic practices and / or unfair
business competition.
There are two forms of notification or merger notification to the Commission, i.e. Pre-
notification and Post-notification. In accordance with Article 29 of Law No. 5 of 1999 jo. PP No.
57 of 2010, supervision carried out after merger, consolidation, or expropriation or called post-
notification. At present, Indonesia is the only country that still uses the regime post-notification.
Business actors carrying out corporate actions must be reported to KPPU no later than 30 (thirty)
days from the date of the mergerjuridically effective. Enforcement of the post-notification
merger regime allow KPPU to order business actors that have merged to "Split" again because
the merger is considered to violate the anti competition principle business. In addition, the
Commission encourages business actors to pre-qualify as early as possible to the Commission, as
long as there are contracts, agreements, memorandum of understanding, letter of intent, or other
written document which shows the planned merger among business actors before report the
merger plan to BAPEPAM, BKPM, Bank Indonesia, Ministry of Law and Human Rights, or
other authorized body.
Avoid the redundancy of judging the same merger through pre notification and post-
notification, the Commission is committed to only conduct a one-time evaluation of a merger
event, as long as there is none material changes to the data submitted by business actors who
merge. Nevertheless, in order to meet the provisions of Article 29 of the Law No. 5 of 1999,
business actors that have carried out permanent pre-notification have an obligation to post-
notification to the commission in accordance with government regulations governing the Merger
Notification issued by the government.
PT. Nippon Indosari Corpindo, Tbk is a bread company with the trademark "Sari Roti". This
company is the largest bread company in Indonesia which has the slogan "The Bread of
Indonesia". The company was founded in 1995 as a Foreign Investment Company under the
name of PT Nippon Indosari Corporation. This company is growing along with high consumer
demand. The company began to increase product capacity by adding two production lines,
namely white bread and sweet bread since 2001

The main strength of Sari Roti to offer healthy, hygienic and halal bread to the widely
available Indonesian people at affordable prices will continue to be a hallmark of the company
for decades to come. The product research and development division is strengthened to be able to
quickly introduce new products and perfect existing products. The company continues to focus
on strengthening its products and distribution systems to reach potential new markets and to
increase penetration in existing markets. In February 2016 Sari Roti set foot for the first time
internationally due to work with a strong consumer product company in the local market, Monde
Nissin Corporation, to build a factory in the Philippines.
However, in 2018 PT Nippon Indosari Corpindo, Tbk (Sari Roti) was fined Rp2.8 billion
by the Business Competition Supervisory Commission (KPPU) related to the delay in reporting
the acquisition of PT Prima Top Boga's shares. Sari Roti is considered to have violated Article
29 of Law Number 5 of 1999 concerning Prohibition of Monopolistic Practices in conjunction
with Article 5 of Government Regulation Number 57 of 2010 concerning Merger of Business
Entities That May Cause Monopoly. The two rules state that if there is a merger or acquisition of
a business entity, it must be reported no later than 30 days. But the two rules do not explain when
the takeover of the business entity began to be counted.
 The case began with an investigation into the delay in notification of the takeover of
shares carried out by PT Nippon Indosari Corpindo, Tbk as reported," said the chairman of the
assembly in reading the decision of the KPPU case trial No. 07 / KPPU-M / 2018, at the Central
Jakarta KPPU Office, Monday (16 / 11/2018). The value of the late acquisition transaction was
reported at Rp31,499,722,800. Based on article 29 of Law Number 5 Year 1999, the acquisition
of certain shares must be notified to KPPU, no later than 30 days from the date of acquisition.
The specified amount referred to is the asset value of IDR 2.5 trillion and / or sales value of IDR
5 trillion. Based on the decision of the Commission Council led by Ukay Karyadi, explained that
the Sari Roti Company acquired 50.99 percent of PT Prima Top Boga's shares on January 24,
2018, amounting to 32,051 shares by adding capital amounting to Rp31,499,722,800.
According to the Commission's Assembly based on the calculation of calendar days, this
acquisition notification should have been notified to the KPPU no later than March 23, 2018.
"But the reported (Sari Roti) only reported the takeover of shares on March 29, 2018," the KPPU
wrote Monday (26/11 / 2018). The Sari Roti Company is still considering whether to accept or
appeal the decision. Nippon External Communications Head Stephen Orlando said he needed to
coordinate with relevant teams to respond to this decision, Monday (11/26).
According to the attorney, Haykel Widiasmoko will discuss the matter first with Sari Roti
management, Monday (11/26/2018). Haykel explained that his client (Sari Roti) had fulfilled the
rules in question. Sari Roti has reported related to the acquisition on March 29. Their reference is
the date when the Investment Coordinating Board (BKPM) issues the final decision on
acquisition on March 1. As a company with foreign investment (PMA), Sari Roti must wait for
the decision from BKPM to come out, and only then can it notify the acquisition to KPPU. But
the Commission Assembly rejected this argument. Assembly member, Guntur Syahputra Saragih
in the session stated, the effectiveness of the acquisition applies since changes in company data
at the Ministry of Law and Human Rights (Kemenkumham). The Assembly considered that the
authority of BKPM was not related to the takeover of shares, but related to technical matters
regarding licensing procedures and foreign investment facilities. While the share acquisition
process is based on the Ministry of Law and Human Rights.
Nippon Indosari Corpindo Tbk is one of the bread companies with the biggest Sari Roti
trademark in Indonesia. The company was founded in 1995 as a foreign investment company
under the name of PT Nippon Indosari Corporation. The development of this company is
increasing with increasing consumer demand. So that the company began to increase product
capacity by adding two production lines, namely white bread and sweet bread juice since 2001.
Since June 28, 2010 the company has made an initial public offering and listed its shares
on the Indonesia Stock Exchange (IDX). The bread business run by the company is growing,
with this the company is actively building new factories in several places, such as the
construction of three factories in Semarang, Medan and Cikarang in 2011 and the construction of
two factories in Palembang and Makassar.
In 2006, the company succeeded in obtaining a HACCP (Hazard Analysis Critial Control
Point) certificate which is a food safety assurance certificate as proof of the company's
commitment to promote the 3H principle (Halal, Healthy, Hygienic) on every Sari Roti product.
Bread essence products have also been registered through the Indonesian BPOM Agency and
obtained a Halal certificate from the Indonesian Ulema Council (MUI).
Not only that, PT Nippon Indosari Corporindo Tbk. Also has succeeded in obtaining
several awards, including Top Brands since 2009 - 2011, Top Brand For Kids from 2009 - 2012,
Marketing Award 2010, Indonesia Original Brands 2010, Investor Award 2012, awards from
Forbes Asia and several other awards.
Some of the sari juice products are 6 slices special white bread, cheese white bread,
sandwiches, peanut cream sandwiches, chiffon cup strawberry cake, chiffon cup pandan cake,
chiffon cup chocolate cake, mixed fruit sandwiches, chocolate cream sandwiches, sandwiches
cream cheese, and several other product variants. By maintaining the commitment of sari roti in
the production process starting from the selection of quality ingredients, processing to
distribution, which is done professionally with the help of experts in their fields, making sari roti
is always the food of choice for Indonesian families.
CONCLUSION

1. Use of the acquisition strategy in developing the company must be done carefully and

planned. This is because the purpose of the company is in order to maximize prosperity

of company stakeholders. Maximize prosperity stakeholders should really be the basis for

deep consideration company development, where by analyzing carefully planned

acquisition will produce corporate value that is more optimal.

2. Good financial records during the acquisition process, it's good every company starts to

have online accounting software such as Journals. By using a Journal, your company's

financial records are not only easily accessed by several parties simultaneously but also

allows you to have complete financial data with a presentation that you can set according

to the needs of the desired report.

3. The Company is committed to Good Corporate Governance not only for the Company in

general but also for personal employees personally by providing a code of conduct that

will guide every day's actions and decision making activities. The Company values

diversity in the work environment with mutual trust and respects each level of employees

to feel responsible for the performance and reputation of the Company, so that the

implementation of the code of conduct within the company is also implemented and

applied to all levels of the organization in an effort to create a safe and healthy work

environment.
REFERENCES

Cheung & J. Thomas Connelly & Ping Jiang & Piman Limpaphayom. (2011). "Does Corporate

Governance Predict Future Performance? Evidence from Hong Kong," Financial

Management, Financial Management Association International, vol. 40(1), pages 159-

197, March.

Hadya, R.H. (2019). Japfa Comfeed Indonesia (JPFA): Denda KPPU tidak berdampak material.

kontan.co.id

Hartono, Tri., 2003, "Mergers and Acquisitions as Strategic Decisions, Journal Accounting and

Finance, Vol. 2, No. April 1 37: 47-47.

Hari Purwanto. 2002. "The Effect of Mergers and Acquisitions on Changes in Stock Prices on

the JSX. "UMS FE Thesis, Unpublished.

Indonesian Accounting Association. 2002. "Financial Accounting Standards", Jakarta: Salemba

Four

Jogiyanto., 2000, "Portfolio Theory and Investment Analysis Tools", Second Edition,

Yogyakarta, BPFE.

Payamta, 2001, "Analysis of the Effects of Merger and Acquisition Decisions on Change Public

Company Performance in Indonesia ", National Symposium Accounting IV, Bandung

Payamta, and Doddy, S., 2004, "Analysis of the Effects of Mergers and Acquisitions on

Public Company Performance in Indonesia ", Indonesian Accounting Research Journal, Vol. 7,

No. 3, September: 265-282.

Rachmawati, E.N., and Eduardus T., 2001, "Analysis of the Effects of Mergers and

Announcements

Husnan, Suad. 1996. "Fundamentals of Portfolio Theory and Minority Analysis", UPP-AMP

YKPN, Yogyakarta.

Sugiyono, 1998, "Business Research Methods", CV Alfabeta, Bandung.

Saiful, 2003, "Abnormal Returns of Targeted and Similar Industry Companies around

Announcement of Mergers and Acquisitions ", Journal of Economic Research and Management,

Vol. 3, No. 2, August.

Wibowo, Amin, and Yulita, M.P., 2001, "The Effect of the Merger and Acquisition

Announcement

Towards Stock Returns of Acquisition and Non-Acquisition Companies in this Sector

Similar Industries on the JSX ", Indonesian Journal of Economics and Business, Vol. 16, No. 4,:

372-387.

Zulfikar., 1999, "Conditions for Merging in Merger Business (Business Combination).