Referring to Financial Service Authority (“OJK”) Regulation No. 31/POJK.04/2015 on Information Disclosure of Material Facts by Issuer of Public Company, we, PT Pyridam Farma Tbk (“Company”) hereby inform that the Company and its affiliate intends to (i) purchase 27,385 shares or equivalent to 100% (one hundred percent) of the total issued and paid-up capital in PT Holi Pharma (“HP”) from HP’s existing shareholders, namely Erik Darius Mardiwidyo and Murtiati (the “Sellers”), along with a Company’s affiliate ; and (ii) subscribe new shares to be issued by HP (“Proposed Acquisition”), which shall result in the Company and its affiliate owning 100% (one hundred percent) of the total issued and paid-up capital of HP post completion of the Proposed Acquisition. HP is a company engaged in the pharmaceutical product processing industry for humans, which includes the business of manufacturing and processing medicines, health supplements in finished form (preparations) for humans.
In relation to the Proposed Acquisition, Company, together with HP and the Sellershave signed Conditional Sale and Purchase and Share Subscription Agreement on 23 August 2021 (“CSPA”) with the following details:
a.Transacting Parties
- Company;
- HP;
- the Sellers.
b. Relationship of the Transacting Parties
The Company has no direct or indirect Affiliate relationship with other parties in the CSPA.
c. Transaction Value
The transaction value in the CSPA shall be finally determined following the completion of the valuation conducted by the KJPP appointed by the Company.
d. Objective of the Transaction
To expand the Company’s group business activities.
The completion of the Proposed Acquisition is subject to the condition precedent as set out under the CSPA.
The transaction value of the Proposed Acquisition is covered under the definition of Material Transaction as regulated under OJK Regulation No. 17/POJK.04/2020 on Material Transactions and Alteration of Business Activities (“OJK Regulation on Material Transactions”) that require approval from the GMS of the Company.
Therefore, the Company will comply with the procedures of Material Transaction in accordance with OJK Regulation on Material Transactions.
Similar information is also submitted by the Company through Indonesia Stock Exchange’s Website and reported to the Financial Services Authority (OJK).
Jakarta, 25 August 2021
PT Pyridam Farma Tbk
Corporate Secretary