Aditya Wikrama

‘Unexpected’ Bentoel Takeover Deal Raises Questions From Bapepam

The capital market regulator summoned PT Bentoel’s legal and financial advisers to a meeting on Friday to question them about the takeover of the clove cigarette maker by British American Tobacco from its previous majority shareholder, the Rajawali Group.

The Capital Market and Financial Institutions Supervisory Agency (Bapepam-LK) appears irked that the deal was arranged without it being notified first, and says it is checking movements in Bentoel stock for any unusual trades prior to the takeover announcement on Wednesday.

“We asked Bentoel to give us a full report on the takeover, and also asked them to reply to the bourse’s queries about why we weren’t informed,” Anis Baridwan, the head of Bapepam’s real sector bureau, said on Friday.

He said that Bentoel was required to give Bapepam a full written report on the transaction, with a copy to be forwarded to the bourse.

The Indonesia Stock Exchange director of listing, Eddy Sugito, who was also present at the meeting between Bapepam and Bentoel management, said that he asked the Bentoel representatives about why they had also failed to inform the bourse of the deal.

“We’re concerned about this sudden transaction, as we suspect that information about the purchase may have been leaked,” Eddy said. Bentoel’s shares had risen for more than a month prior to the transaction on Wednesday.

Before May 12, Bentoel shares were trading at below Rp 500, but have since risen to just below Rp 800, while the purchase price works out to Rp 873 a share.

Eddy said the bourse had arranged a meeting for next week with Bentoel management to hear further explanations about the transaction and the possibility of insider trading.

Neither the stock exchange nor Bapapam offered suggestions as to why Bentoel might be reluctant to report the transaction in advance to the authorities.

British American Tobacco, Europe’s biggest cigarette maker, is to pay $494 million for an 85 percent stake in PT Bentoel Internasional Investama, with 56 percent of the stake being acquired from the Rajawali Group and the rest from small investors.

BAT will make a mandatory offer for the rest of Bentoel’s shares in accordance with stock exchange rules, and expects the entire process to be completed by August, the company said.

BAT’s local unit, PT BAT Indonesia, which sells conventional cigarettes, has a 2 percent market share. In 2008, Bentoel sold 17.7 billion cigarettes, accounting for 7 percent of the market, BAT said in the statement.

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