Swan.my.id - Jakarta, the Dutch dairy producer Royal FrieslandCampina, through FrieslandCampina International Holding B.V. (FCIH), plans to take control of PT Ultrajaya Milk Industry & Trading Company Tbk (ULTJ) through a share-swap transaction valued at Rp14.57 trillion.
The transaction will involve an ULTJ rights issue or PMHMETD. The company plans to issue up to 7.88 billion new shares at an exercise price of Rp2,150 per share.
ULTJ management disclosed the plan in an official statement on Friday (18/9). The transaction still requires approval from the company’s Extraordinary General Meeting of Shareholders, or RUPSLB.
ULTJ Rights Issue Uses a Non-Cash Contribution
Current controlling and principal shareholders, including Sabana Prawirawidjaja and PT Prawirawidjaja Prakarsa, will transfer all rights to the new shares to FCIH, Blue Waves Group Ventures Pte. Ltd. (BWG), and PT Bahtera Wiraniaga Internusa (BWI).
These three shareholders of PT Frisian Flag Indonesia (FFI) will then exercise their rights in ULTJ. Instead of making a cash payment, they will contribute 24,440 FFI shares to ULTJ as a non-cash contribution, or inbreng.
This mechanism will make FFI a wholly owned subsidiary of ULTJ. The transaction is also expected to expand ULTJ’s portfolio of processed dairy products and non-dairy ready-to-drink beverages, according to the company’s management.
FCIH’s Projected Ownership in ULTJ
FCIH’s ownership in ULTJ is projected to reach 28.95% if all public shareholders exercise their rights in the offering. If public investors do not participate, FCIH’s stake could rise to 30.81%.
After becoming ULTJ’s new controlling shareholder, FCIH will be required to conduct a mandatory tender offer for the remaining public shares in line with Financial Services Authority, or OJK, regulations.
Meanwhile, public shareholders who do not participate in the rights issue could face dilution of up to 43.11%. Investors therefore need to consider the effect of the new share issuance before deciding whether to exercise their rights.
Transaction Requires RUPSLB Approval
The acquisition value equals 178.24% of ULTJ’s total equity as of July 31, 2026, which stood at Rp8.17 trillion. As a result, the transaction falls into the material transaction category and requires shareholder approval.
ULTJ will hold its RUPSLB on October 27, 2026. The meeting agenda will include approval of the rights issue, the FFI share contribution, changes to ULTJ’s management structure, and a plan to distribute the final cash dividend.
ULTJ Shares Rise Following the Corporate Action Plan
Following the announcement, ULTJ shares climbed 11.58% to Rp2,120 per share by 2:36 p.m. local time. Over the previous week, the company’s share price had gained more than 40%.
The planned transaction now awaits the required shareholder approval. Its completion will also determine the final ownership structure of ULTJ and the impact on public investors who choose not to participate in the rights issue.
