Name NPM Course

: M. Justian Pradinata : 0906490235 : Legal Drafting

I.Chronology of the case: In the case explained that the shareholders of PT. MNO Tbk which is the holding company of a wide range of businesses. The company has made such a decision to focus on the Service Industry (service industry). PT. MNO Tbk also has a sizable debt where the debt has matured. This company could be said of a company that is rich enough, due to PT. MNO Tbk has several subsidiaries that hold promise as follows: 1. Equipment manufacture 2. Coal and gold mining operations 3. Oil 4. Gas and mining contractors and engineering consultants 5. Retail mini-shops all over Indonesia 6. Stock piling and ports facilities 7. Shipping and land transportation 8. Banking and micro finance 9. IT venture capitals 10. And pharmaceutical industry and trading Tenth that subsidiary under the PT. MNO Tbk which can be regarded as sources of funding for PT. MNO Tbk. The problem is how to assist PT. MNO Tbk, if the PT. MNO Limited to carry out the restructuring of some of the above. II. Solutions Once we understand the chronology of the case above, it is known that PT. MNO Limited company wants to focus on industry sectors Service (Service Industry). In this case is the Industrial Services Industry is engaged in service activities where the intent of the service here is any act or activity that may be offered to other parties that are essentially intangible and does not result in any ownership. In this case, would I distinguish or classify than 10

subsidiaries owned by PT. The MNO Limited, which is engaged in the service and which are not engaged in services. 1. In Service a. Oil b. Gas and mining contractors and engineering consultants c. Stock piling and ports facilities d. Shipping and land transportation 2. Non-Service Areas a. Equipment manufacture b. Coal and gold mining operations c. Retail mini-shops all over Indonesia d. Banking and micro finance e. IT venture capitals f. And pharmaceutical industry and trading In this case, PT. MNO Tbk has a substantial debt. While we know that the PT. MNO Tbk has several subsidiaries based on the above listed. The focus of PT. MNO Tbk is engaged in the Service Industries. Of the 10 subsidiaries owned by PT. MNO Tbk, only four companies that could be categorized as a business engaged in the oil service industry, namely Contractors, Gas and Mining and engineering consultants, stock piling and port facilities, as well as shipping and land transportation. While the remaining six other subsidiaries are not engaged in services. In this case, four subsidiaries engaged in the service will still be on the move, but not enough to pay off the debt of PT. MNO Tbk PT is the main problem is. The question that arises is, would bring six other companies are not engaged in the service? Due to the six subsidiaries are not in accordance with the primary objective PT. MNO Limited that focus in the field service industry. Maybe the solution could be given to the shareholders of PT. MNO Tbk is to sell stocks or to six subsidiaries in Indonesia Stock Exchange (BEI) in which the money earned from the sale were used as capital for the PT. MNO Limited to pay off his debts which have expired. Thus, the main issue of PT. MNO Tbk has been resolved. As for other solutions that can be done by the shareholders of PT. MNO Tbk is to make acquisitions. The acquisition is a takeover (takeover) of a company by buying shares or

assets of the company, which bought the company still exists.1 The point is PT. MNO Tbk offers shares to six subsidiary of another company for the acquisition of which the supply is given directly to the owner of a company that sells. It can be adapted to make a tender offer. The tender offer is an offer to the public to buy shares of the target firm, raised from a company directly to the owner of another company. However, there are several things that must be considered by the parties, especially PT. MNO Tbk in the acquisition are as follows: 1. Conflict of interest check 2. Bussines Intention 3. Feasibility of the transaction from legal and commercial points of view 4. Options for legal and commercial structure 5. Risk mitigation 6. Policy issues of the lawfirm you are working for governance, ethics, and moral issues 7. Commercial consideration, issues, and constraints By considering a few points above, the acquisition is expected to produce a deal that is useful for both parties. However, there are some things to be considered by the PT. MNO Tbk in the structuring of corporate takeovers do as follows: 1. No or minimum legal constraints 2. Access to internal information and documents of the target 3. Extensive due diligence coverage, exercise, and timing 4. Speed of transactions 5. Effective control 6. Exit options 7. Ability to set up team work 8. Supports from the governments, executives, shareholders, employees and community. 9. Cost of acquisition 10. Acceptable structure by market standards To ten points above must be observed by the PT. MNO Tbk if you want to do with the effort of structuring the sale of shares to the Stock Exchange and the acquisition process as described above.
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Brealey, Myers, & Marcus, 1999, p.598.

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