PERUSAHAAN PERSEROAN PERSERO P.T. TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued SEPTEMBER 30, 2005 AND 2006, AND FOR THE NINE MONTHS PERIOD ENDED
SEPTEMBER 30, 2005 AND 2006 Figures in tables are presented in millions of Rupiah, unless otherwise stated
- 29
5. ACQUISITION OF KSO INVESTORS AND KSO IV
a. Dayamitra
In connection with the acquisition of 90.32 of the shares of Dayamitra on May 17, 2001, the Company also entered into the following agreements:
1. Option Agreement
The Company entered into an Option Agreement with TM Communications HK Ltd “TMC”, providing the Company with an option to acquire the remaining 9.68 equity interest
in Dayamitra, referred to as the Option Share. Under the agreement, TMC, the selling stockholder, granted the Company an exclusive option to purchase full and legal title to the
Option Share the “Call Option”, and the Company granted the selling stockholder an exclusive option to sell to the Company full legal title to those shares the “Put Option”.
In consideration for the grant of the options, the Company paid to the selling stockholder the option purchase price of US6.3 million plus US1 million as payment for Dayamitras adjusted
working capital, or a total of US7.3 million. The amount was payable in eight quarterly installments of US0.9 million beginning on August 17, 2001 and ending on May 17, 2003.
Payments were made through an escrow account established under the Escrow Agreement discussed below.
The Company was entitled to exercise the option any time after Dayamitra satisfied all of its obligations under the JBIC formerly J-Exim loan beginning on May 17, 2003 and until five
business days prior to March 26, 2006. The strike price payable by the Company to the selling stockholder for the Option Shares upon exercise of the option was US16.2 million less certain
amounts that are stipulated in the Option Agreement. Dayamitra repaid the JBIC loan and the JBIC loan agreement was terminated on March 25,
2003. On December 14, 2004, the Company exercised the option by entering into a Sale and Purchase
Agreement to acquire TMC’s 9.68 outstanding shares in Dayamitra with the strike price of US16.2 million which the payment will be due on March 26, 2006. Payment of the strike price
will be made through an escrow account established under the Escrow Agreement discussed below. The Company is required to deposit US12.6 million representing the strike price of
US16.2 million less funds available in the escrow account on November 30, 2004 of US2.4 million and withholding tax of US1.2 million in sixteen monthly installments of US0.8
million beginning on December 26, 2004 through March 26, 2006. The purchase price for 9.68 outstanding shares of Dayamitra was US22.1 million or
equivalent to Rp203,028 million which represents the present value of the option strike price US16.2 million using a discount rate of 7.5 at the acquisition date plus the option purchase
price US6.3 million and payment for Dayamitra’s adjusted working capital US1 million. This additional acquisition resulted in intangible assets of Rp231,477 million. The amount is
being amortized over the then remaining term of the KSO agreement of 6 years Note 15. There was no goodwill arising from this additional acquisition. Had this acquisition taken place
on January 1 of the previous year, consolidated net income would not have been significantly different from the reported amounts.
PERUSAHAAN PERSEROAN PERSERO P.T. TELEKOMUNIKASI INDONESIA Tbk AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued SEPTEMBER 30, 2005 AND 2006, AND FOR THE NINE MONTHS PERIOD ENDED
SEPTEMBER 30, 2005 AND 2006 Figures in tables are presented in millions of Rupiah, unless otherwise stated
- 30
5. ACQUISITION OF KSO INVESTORS AND KSO IV continued
