Ultrajaya seeks shareholder approval for Rp14.57 trillion Frisian Flag deal

PT Ultrajaya Milk Industry & Trading Company Tbk. (ULTJ) will ask shareholders on 6 November 2026 to approve its planned Rp14.57 trillion acquisition of all shares in PT Frisian Flag Indonesia. The proposal forms part of the Indonesian company’s fourth rights issue, according to its disclosures.

The extraordinary general meeting was originally scheduled for 27 October 2026. It was postponed after OJK requested further information and clarification from the company.

Ultrajaya plans to issue up to 7.88 billion new shares with a nominal value of Rp50 each and a rights exercise price of Rp2,150 per share. About 6.78 billion shares would be issued to Frisian Flag Indonesia’s shareholders as part of the payment for their 24,440 shares, representing 100% ownership. The acquisition would use a non-cash capital contribution arrangement.

FrieslandCampina International Holding B.V. owns 78.09% of Frisian Flag Indonesia, while Blue Waves Group Ventures Pte. Ltd. holds 16.91% and PT Bahtera Wiraniaga Internusa owns 5%. Under the proposed transaction, FrieslandCampina would become Ultrajaya’s new controller and would be required to make a mandatory tender offer for publicly held ULTJ shares.

The company’s disclosure puts the maximum potential dilution for shareholders who do not exercise their rights at 43.11%. It says non-participation by public shareholders would not prevent the acquisition, because the three Frisian Flag Indonesia owners would contribute their shares through the non-cash arrangement.

Shareholders will also consider changes to Ultrajaya’s board of directors and board of commissioners, alongside a proposal to distribute part of retained earnings as an additional final cash dividend. Other agenda items include increasing issued and paid-up capital, authorising directors to implement the rights issue, and amending and restating the company’s articles of association.