Tender Must Start! Matra Tri Abadi Accumulates 600 Million IRSX Shares

JAKARTA - In the world of capital markets, mandatory tenders (mandatory tenders) are a crucial process to ensure protection for public shareholders. This mechanism is regulated by regulations, such as the Financial Services Authority Regulation (POJK) No. 9/POJK.04/2018 concerning the Takeover of Open Companies. This rule requires parties who take control of an open company to submit purchase offers on shares owned by public shareholders.

Tender must be an unavoidable step when there is a change in control. New controllers are parties who, either directly or indirectly, succeed in obtaining significant share ownership so that they have the ability to determine the management and/or company policies. POJK No. 9/2018 stipulates that when this condition is met, the new controller has an obligation to offer public shares at a fair and transparent price.

The main goal of a mandatory tender is to provide equal opportunities for all public shareholders to leave their investments at reasonable prices after a change in control. This protects the interests of minority investors who may not approve or feel disadvantaged by the new control holders, while ensuring that the entire acquisition process runs in accordance with the principles of transparency and justice in the capital market.

PT Matra Tri Abadi Offers Tender Mandatory IDR 32 per share to become the new controller of PT Aviana Sinar Abadi Tbk (IRSX) after acquiring shares from PT Mitra Digital Investindo (MDI) and PT Harapan Ruang Investindo (HRI). This takeover transaction, which took place on August 8, 2025, requires MTA to carry out mandatory tender offers to public shareholders in accordance with POJK No. 9/2018.

In detail, MTA purchased 1,080,000,000 shares or 17.60 percent of MDI at a transaction price of Rp. 18 per share and 960,000,000 shares or 15.64 percent of HRI at a price of Rp. 15 per share. This acquisition makes MTA the largest shareholder with ownership of 2,040,000,000 shares or 32.93 percent of the company's total issued and fully paid capital.

To fulfill mandatory tender obligations, MTA offers a purchase of a maximum of 2,179,431,977 shares of public shares, equivalent to 35.18 percent of IRSX's issued and fully paid capital. The offered price is IDR 32 per share. This mandatory tender price was set based on the average IRSX's share-highest daily trading price for 90 days before the announcement of the takeover negotiations. MTA has stated having sufficient funds of IDR 69.74 billion sourced from internal cash to complete this transaction.

This mandatory tender offer schedule will take place from September 17 to October 17, 2025, with a payment date scheduled for October 21, 2025. This offer does not apply to shareholders who have received offers with the same conditions and conditions from MTA, such as PT Buana Megah Wicaksana, PT Investindo Buana Ultima, and PT Investment Gemilang Maju.

Interestingly, one of the parties exempted from mandatory tender, PT Investasi Gemilang Maju, also sold its shares on September 18, 2025. PT Investasi Gemilang Maju has divested all 600,000,000 shares, which is equivalent to 9.69 percent ownership at a price of IDR 25 per share, which causes its ownership to be 0 percent.

The buyer is PT Matra Tri Abadi, thanks to this sale and purchase transaction, PT Matra Tri Abadi's ownership of IRSX shares rose to 42.61 percent equivalent to 2,640,000,000 shares.

Despite the change in control, MTA ensures that it has no plans to liquidate, change its dividend policy, or delist the IRSX shares of the Indonesia Stock Exchange. This indicates that the new controller is focused on the business continuity of IRSX, which is engaged in computer programming activities. The company's prospects under new controls will rely heavily on the strategy and policies that MTA will implement going forward, making it a concern for investors in the capital market.