Tender Offer Saham: What Happens to Your Shares?

Swan.my.id | Jakarta - Tender offer saham is an important corporate action that investors may encounter after a change in control of a publicly listed company. The process gives public shareholders an opportunity to sell their shares to a new controlling party.

However, a tender offer does not mean investors must automatically sell. Shareholders can usually choose whether to accept the offer, keep their shares, or trade them through the regular stock market.

The issue has gained attention among Indonesian investors because the tender offer price may differ significantly from the market price. Therefore, understanding the rules can help investors make better decisions when a tender offer is announced.

What Is a Tender Offer Saham?

A tender offer saham is an offer to purchase shares directly from public shareholders outside the normal stock exchange trading mechanism. In Indonesia, one common form is a mandatory tender offer following a change in control.

The mechanism is regulated under Financial Services Authority Regulation No. 9/POJK.04/2018 concerning the Takeover of Public Companies. The regulation is designed to protect minority shareholders when control of a listed company changes hands.

When a new party becomes the controlling shareholder, that party generally has an obligation to offer to buy shares still held by public investors. The process provides minority shareholders with an opportunity to reconsider their investment after a major ownership change.

The tender offer is therefore different from an ordinary stock transaction. Investors do not simply place a sell order on the Indonesia Stock Exchange. Instead, they participate through the mechanism and procedures announced by the new controlling shareholder.

There are two main types of tender offers that investors should understand:

• Mandatory tender offer: This generally follows a change in control of a public company.
• Voluntary tender offer: This is initiated voluntarily by a party seeking to increase its ownership without necessarily having taken control.

The distinction matters because mandatory tender offers are subject to specific minimum pricing requirements under applicable regulations.

How Is the Tender Offer Price Determined?

One of the most important issues for investors is the price offered for their shares.

For a mandatory tender offer, the minimum price is determined using regulatory provisions. In general, the applicable price takes the higher value between certain reference prices.

These include the highest daily average price over a specified period before the takeover announcement. If the shares were not traded or were suspended during that period, a longer reference period can apply.

Another important reference is the price paid by the new controlling shareholder when acquiring the shares from the previous controlling party.

Because of this formula, the tender offer price does not necessarily have to be higher than the stock's current market price.

That point can surprise investors. A stock may trade at a much higher price on the exchange while the mandatory tender offer is set at a lower level because of the applicable regulatory calculation.

The new controlling shareholder must also announce the tender offer according to the required procedures. The announcement is made through designated information channels, while the offer period and settlement follow regulatory requirements.

Therefore, investors should read the official tender offer documents carefully before making a decision.

What Happens to Your Shares During a Tender Offer?

A tender offer gives public shareholders several choices. Investors should consider the offer price, company fundamentals, liquidity, and future business prospects.

1. Sell Through the Tender Offer

The first option is to participate in the tender offer.

Investors can submit their shares according to the procedures announced by the company and the appointed tender offer agent. This may be suitable when the investor wants to exit the investment following the ownership change.

It may also make sense when the investor believes the offered price is attractive compared with the risks associated with remaining a minority shareholder.

2. Keep the Shares

Investors are generally not required to participate.

If they choose not to tender their shares, they can remain minority shareholders under the new controlling shareholder. Their shares remain valid as long as the company remains listed.

However, investors should consider the possible impact on liquidity.

If the new controlling shareholder acquires a large portion of public shares, the number of shares available for public trading may decrease. As a result, daily trading activity could become weaker.

3. Sell Through the Regular Market

Investors can also consider selling through regular stock exchange trading.

This option becomes particularly relevant when the market price is significantly above the tender offer price. However, investors should compare the available price with transaction costs, liquidity, and the company's future outlook.

The highest price is not always the only factor that matters. Market liquidity and the company's fundamentals can also affect the decision.

Key Risks After a Tender Offer

Choosing to keep shares after a tender offer requires careful consideration.

Several factors can affect investors after a change in ownership:

• Lower liquidity: A smaller public float can reduce daily trading activity.
• Wider spreads: Less active trading may create a larger gap between buying and selling prices.
• Business strategy changes: A new controlling shareholder may change management, strategy, or capital allocation.
• Free-float requirements: Listed companies must comply with applicable public ownership requirements.
• Potential corporate actions: A new owner may introduce additional actions that affect shareholders.
• Investment uncertainty: Future performance cannot be guaranteed based on historical results.

Meanwhile, a change in control can also create opportunities. A new owner may bring fresh capital, management expertise, technology, or a different growth strategy.

Therefore, investors should avoid assuming that a takeover is automatically positive or negative.

PACK and FUTR Show Why Tender Offer Prices Matter

Recent Indonesian market cases illustrate why investors should not assume that a tender offer price will always exceed the stock's market price.

In 2025, PT Eco Energi Perkasa, as the new controlling shareholder of PT Abadi Nusantara Hijau Investama Tbk (PACK), launched a tender offer at Rp37 per share for approximately 689.95 million shares.

At the time, PACK shares were trading around the Rp2,000 area. The substantial difference highlighted the importance of understanding how the mandatory tender offer price is calculated.

A similar situation occurred with PT Lini Imaji Kreasi Ekosistem Tbk (FUTR). PT Hexa Prima Nusantara offered Rp16 per share for approximately 2.88 billion shares.

The tender offer took place from February 25 to March 26, 2025. Meanwhile, the market price was considerably higher than the tender offer price.

These cases demonstrate an important distinction.

A regulatory minimum price is not necessarily the same as the market's valuation of a stock.

The tender offer mechanism can comply with applicable rules while the market continues to value the shares differently.

For investors, the lesson is clear. Always compare the tender offer price with the prevailing market price and the company's fundamentals.

How Investors Can Respond to a Tender Offer

When a tender offer is announced, investors should avoid making decisions based solely on headlines.

A practical checklist can help:

• Read the official tender offer announcement.
• Check the offered price and its calculation.
• Compare it with the current market price.
• Review the company's latest financial performance.
• Examine the new controlling shareholder.
• Consider changes in business strategy.
• Assess the stock's liquidity and public float.
• Check the tender offer period and participation procedures.
• Consider the potential risks of remaining a minority shareholder.

In addition, investors should monitor corporate disclosures from the listed company and relevant market authorities.

Timely information is especially important because tender offers operate within specific deadlines.

Does a Tender Offer Automatically Delist a Stock?

A tender offer does not automatically mean that a company will be delisted.

The company can remain listed after the tender offer. However, changes in public ownership can affect compliance with stock exchange free-float requirements.

If public ownership falls significantly, the company may need to take steps to restore the required public shareholding level under applicable exchange rules.

Meanwhile, investors should monitor announcements from the company and the exchange for any subsequent corporate action.

A possible change in liquidity is also an important consideration. A stock with fewer freely traded shares may become more difficult to buy or sell without affecting the market price.

What Should Investors Remember?

Tender offer saham is an important protection mechanism for public shareholders following a change in control. It gives investors an opportunity to reconsider their position after a major ownership transition.

However, accepting a tender offer is not automatically the best choice.

The offer price may be below the market price. At the same time, keeping the shares can expose investors to lower liquidity and changes in corporate strategy.

Because of that, investors should compare the tender offer price with the market price, company fundamentals, ownership structure, and future prospects.

The most important point is simple: a tender offer is an option, not an automatic instruction to sell.

Investors should understand the rules and deadlines before deciding whether to tender their shares, keep them, or sell through the regular market.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy, sell, or hold any security. Every investment carries risks, including the possibility of losing capital. Investors should conduct independent research and consider their financial goals and risk tolerance before making investment decisions.