Aditya Wikrama

Delta Dunia Denies Buma Deal is a Backdoor Listing

Small property firm PT Delta Dunia Makmur on Wednesday said there was nothing unusual or tricky about its purchase last week of coal contractor PT Bukit Makmur Mandiri Utama, or Buma. However, the capital markets regulator said it would closely study the acquisition for irregularities.

“We’re not facilitating a backdoor listing for Buma. We’re buying Buma,” said Gunawan Angkawibawa, the president director of Delta Dunia — which until last week was known as Delta Dunia Petroindo — referring to newspaper reports about the purchase.

The standard definition of a backdoor listing is a non-listed company acquiring and merging with a listed company. In this case, however, the acquiring company, Delta, a small listed property company, borrowed the money to acquire the much larger target company, the unlisted Buma, from Buma itself.

Analysts said the existing capital market regulations do not prohibit conventional backdoor listings, or the sort of deal that Delta and Buma reached.

Backdoor listings offer faster and cheaper access to financing than the normal listing process.

On Friday, private equity firm Northstar Pacific Partners acquired 40 percent of PT Delta Dunia Petroindo — which in turn purchased 99.9 percent of coal mining services contractor Buma. Buma’s assets would then be injected in Delta Dunia, raising the value of Delta Dunia’s shares.

Delta Dunia is buying Buma for $240 million plus $310 million in assumed Buma debt. But the target company, Buma, had raised $600 million in notes last month, comprised of $285 million and $315 million, to cover Delta’s purchase. Gunawan said on Wednesday that Delta bought Buma using a $240 million bridge loan provided by Northstar. After the transaction closed last week, it received loans worth $260 million from Buma, he said.

“The remaining $20 million will be used as fees [for consultants in the deal],” Ricardo Wiryawan, Delta’s corporate secretary, said on Wednesday. Delta said it had repaid the bridge loan to Northstar on Monday.

Separately, Kontan online news quoted Anis Baridwan, head of surveillance of real sector firms at the Capital Market and Financial Institutions Supervisory Board (Bapepam-LK), as saying on Wednesday that the regulator would study the acquisition.

“The acquisition process looks strange. For this reason, we will study the acquisition based on documents sent by Delta Dunia,” Anis reportedly said.

He said Bapepam would also review the $240 million bridge loan received by Delta Dunia from its shareholders, Singapore-based Northstar Tambang Persada, which was used to acquire Buma, one of the country’s largest mining services companies.

Buma has secured long-term contracts from the country’s major coal companies. News of the Buma acquisition has pushed up Delta Dunia’s shares to as high as Rp 2,100 on Aug. 27.

On Wednesday, Delta shares closed up Rp 110, or 7 percent, at Rp 1,690.

At an extraordinary meeting on Wednesday, Delta’s shareholders approved the appointment of two commissioners and a director of finance to Delta’s board, following changes in the company’s ownership.

Former Indonesia Stock Exchange chief Erry Firmansyah was appointed as president commissioner of Delta, while Northstar cofounder Patrick Sugito Walujo also came abroad as a commissioner.

Erry said he agreed to join Delta after he was asked to do so by Northstar.

“I think the company is sound and will become a blue chip one in the future,” he said.

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