PERUSAHAAN PERSEROAN PERSERO P.T. TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED continued JUNE 30, 2009 AND 2010
SIX MONTHS PERIOD ENDED JUNE 30, 2009 AND 2010 Figures in tables are presented in millions of Rupiah, unless otherwise stated
32
4. ACQUISITIONS OF SIGMA AND AD MEDIKA a. Acquisitions of Sigma
On February 21, 2008, Metra and Sigma’s stockholders, PT Sigma Citra Harmoni “SCH” and Trozenin Management Plc signed an Amendment to the Sales and Purchase of Shares
Agreement which authorized Metra to acquire 80 of the outstanding common stock of Sigma for US35.2 million or equivalent to Rp.331,052 million, which became effective on February 22,
2008 the “closing date” Note 1d.b.
Sigma is an Information Technology “IT” Services company that provides software for banking, multi finance and manufacturing companies. Through the acquisition, the Company started to
broaden its services to adjacent industries especially IT services by combining Sigmas expertise and the Companys corporate customer base. Goodwill in respect of the acquisition comprises
principally the fair value of the skills and expertise of the acquired companys workforce.
Metra and SCH have agreed to support Sigma in achieving an IPO in 24 months from closing date. Pursuant to the agreement, SCH, which holds the remaining 20 ownership in Sigma, has
a put option requiring Metra to purchase the minority. The option price is the higher of the transacted price per share indexed to interest rates and fair value based on an independent
appraisal. Based on SCH’s letter to Metra No. 036METRASCHIV10 dated April 30, 2010 regarding notification in accordance with the executed option agreement dated
February 22, 2008, SCH will execute the put option starting 90 days after receiving the letter which is on August 2, 2010. As of the issuance date of the consolidated financial statements,
Metra and SCH are still assessing the option value.
The acquisition of Sigma has been accounted for using the purchase method of accounting, where the purchase price was allocated to fair value of the acquired assets and assumed
liabilities. The allocation of the acquisition cost was as follows:
Rp.
The assets and liabilities arising from the acquisition are as follows: Current assets
150,461 Property, plant and equipments
86,886 Other non-current assets
29,686 Intangible assets
189,405 Current liabilities
75,347 Long-term liabilities
37,570 Deferred tax liabilities
54,636 Minority interests
57,777 Fair value of net assets acquired
231,108 Goodwill
99,944
Total purchase consideration 331,052
Less: Cash and cash equivalents in subsidiary acquired
43,649
Cash outflow from acquisition 287,403
PERUSAHAAN PERSEROAN PERSERO P.T. TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED continued JUNE 30, 2009 AND 2010
SIX MONTHS PERIOD ENDED JUNE 30, 2009 AND 2010 Figures in tables are presented in millions of Rupiah, unless otherwise stated
33
4. ACQUISITIONS OF SIGMA AND AD MEDIKA continued a. Acquisitions of Sigma continued
Metra acquired control of Sigma on February 22, 2008 and the valuation was performed by an independent appraisal using the balance as of February 28, 2008, being the nearest convenient
balance sheet date. The Company’s consolidated results of operations have included the operating results of Sigma since March 1, 2008. The intangible assets represent long-term
customer contracts and relationships, software and trademark Note 14.
b. Acquisition of Ad Medika
On January 25, 2010, Metra entered into a CSPA with Ad Medika’s stockholders to purchase 75 of Ad Medika’s outstanding shares. Subsequently, on February 25, 2010, Metra entered into
SPA with Ad Medika’s stockholders for the share purchase transaction amounting to Rp.128,250 million.
Ad Medika is an electronic health care network company. Ad Medika is the largest health service administration management in Indonesia. Through the acquisition, the Company started to
actualize Insure Net as a National e-Heath initial program.
The acquisition of Ad Medika has been accounted for using the purchase method of accounting, where the purchase price was allocated to fair value of the acquired assets and assumed
liabilities. The temporary allocation of the acquisition cost was as follows:
Rp.
The assets and liabilities arising from the acquisition are as follows: Current assets
26,403 Property, plant and equipments
17,110 Intangible assets
28,693 Other non-current assets
3,268 Current liabilities
22,057 Long-term liabilities
8,143 Deferred tax liabilities
7,173 Minority interests
4,145 Fair value of net assets acquired
33,956 Goodwill
96,121
Total purchase consideration 130,077
Less: Cash and cash equivalents in subsidiary acquired
13,574 Payable to Ad Medika’s selling stockholders
3,000
Cash outflow from acquisition 113,503
Metra acquired control of Ad Medika on February 25, 2010 and the valuation was performed by an independent appraisal using the balance as of February 28, 2010, being the nearest
convenient balance sheet date. The Company’s consolidated results of operations have included the operating results of Ad Medika since March 1, 2010. The intangible assets represent long-
term customer contracts and relationships, software and trademark Note 14.
