Completion of Acquisition of Probiotec Limited by PYFA Australia Pty. Ltd.

The Acquisition was carried out through a Scheme mechanism, namely the acquisition of shares in the target company (in this case is Probiotec) which was conducted based on an Australian court decision which requires all shareholders of the target company to sell and transfer their shares to the buyer in the Scheme mechanism. In relation to this Acquisition, the court decision was given after the Second Court Hearing which was held on 5 June 2024.

The transaction value is AUD251,320,218 (two hundred fifty-one million three hundred twenty thousand two hundred and eighteen Australian Dollars) with a value of AUD3.00 (three Australian Dollars) for each share. With the completion of the Acquisition, PAPL now effectively owns 100% (one hundred percent) of the shares of Probiotec.

The Acquisition carried out by PAPL meets the value limit of material transaction as stipulated in Financial Services Authority Regulation Number 17/POJK.04/2020 on Material Transactions and Changes in Business Activities, as announced by the Company in the Information Disclosure dated 22 March 2024 and last amended with Information Disclosure dated 20 May 2024. 

The Acquisition is not an affiliated transaction and is not a conflict of interest transaction as stipulated in Financial Services Authority Regulation Number 42/POJK.04/2020 on Affiliated Transactions and Conflict of Interest Transactions. In addition, the Acquisition does not cause any disruption to the Company’s business continuity.

1. 1. market expansion, whereby through the Acquisition, the Company is capable to reach wider market, and also to increase the Company’s group market share in international market; 
   2. access to more advanced technology and research and development (R&D), whereby with the Acquisition, the Company’s group can gain access to more advanced technology, research, knowledge and new product development, to produce synergies which will have a positive impact; 
   3. operational efficiency, whereby through the Acquisition, the Company’s group can achieve more profitable economies scale, and lead to efficiency in the supply chain, production and other matters; and
   4. access to resources, whereby through the Acquisition,  Company’s group has the opportunity to utilize Probiotec’s resources, such as modern production facilities, extensive networks/channels, and access to better distribution networks in order to generate positive synergies.

Further information has been provided by the Company in the Information Disclosure to Shareholders in relation to the Material Transactions dated 22 March 2024 as last amended on 20 May 2024 which has been uploaded on the Company’s website and PT Bursa Efek Indonesia’s website.