Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

Assegaf Hamzah & Partners is representing a number of clients in their acquisitions of coal companies, steel companies and private banks.

The firm’s corporate practice is led by partner Fikri Assegaf, who enjoys an excellent reputation among clients and peers. “Fikri is the main contact person I deal with,” says one client. “He is deeply knowledgeable and is exceptionally capable as a legal professional.”

A partner at a rival firm adds: “Fikri’s problem-solving skills are extraordinary.”

Last year, the M&A team represented Jakarta based financial services provider Recapital Group on its acquisition of a 90% stake in PT Berau Coal, the fifth largest coal producer in Indonesia. This US$1.5 billion deal was one of the year’s largest.

Hadiputranto Hadinoto & Partners’ M&A capability is more industry or sector focused, and the firm’s lawyers attend the same training, skills development and focus meetings.

Led by Sri Indrastuti Hadiputranto, who is considered to be “one of the pillars and deans of the Indonesian legal market”, according to a partner at a rival firm, the HHP team has continued to prosper. Other notable lawyers in the practice include Mita Djajadiredja, who is described as “very good and knowledgeable” by a client, and Mark Innis, who is “the lawyer that firms love to see on the other side because of his no nonsense execution skills”.

The team advised Recapital Group and Bakrie Group on their sale of 75% of PT Berau Energy shares and 25% of PT Bumi Resources shares to London-listed company Vallar Plc.

Hiswara Bunjamin & Tandjung’s ties with Herbert Smith enables the firm’s M&A team to provide advice on corporate and M&A matters in Indonesia to international standard. The firm has a strong stable of quality multinational clients, such as Goldman Sachs, UBS, Credit Suisse, Standard Chartered Bank and Barclays Capital, and is frequently instructed on high profile cross border transactions.

The firm advised Cargill on its acquisition of a majority shareholding in Indonesian-listed sorbitol, sweetener and starch producer PT Sorini Agro Asia Corporindo.

Another highlight was advising Mitsubishi Corporation on its acquisition of a 20% interest in the Senoro-Toili Production Sharing Contract.

Melli Darsa’s M&A team handles not only straightforward sale and purchase type of transactions but also creative structuring involving the use of exchangeable/ convertible bonds. This is often combined with a simultaneous IPO process and notes issuance for the financing of acquisitions.

The firm advised Qatar National Bank on its US$90 million acquisition of 69.59% of the shares in PT Bank Kesawan, which was previously owned by Bosowa Group.

It also worked on the merger of OCBC NISP and OCBC. This complex deal required not only the approval of the Indonesian authorities, but also the Monetary Authority of Singapore as OCBC NISP is a publicly-listed bank.

Ali Budiardjo Nugroho Reksodiputro is highly regarded for its M&A work in advising on high value transactions. The practice acted as local counsel on the acquisition of a 40% stake in Indonesian coal company Delta Makmur Mandiri last year.

Theodoor Bakker is renowned for his expertise in banking and finance, but he is also a prominent figure on the corporate M&A scene. Fellow foreign counsel is Oene Marseille is a highly regarded corporate practitioner, while partner Emir Nurmansyah has a sterling reputation for his corporate work, particularly on corporate restructurings.

“Hendra Soenardi might not be as big as other internationally affiliated law firms, but it packs quite a punch with its quality”, says a rival partner. The two founding partners, Eddy Hendra and Soenardi Pardi, enjoy “a strong reputation in the market”.

The firm advised PT Alam Tri Abadi on its acquisition of a 10% interest in coal mining company PT Bhakti Energi Persada from Global Star International for US$65 million.

In June 2011, the firm advised PT Saratoga Investama Sedaya, PT Mitra Prima Multi Investa and PT Ardaya Artha Utama in their acquisition of a controlling interest in PT Tri Wahana Universal, which is a supplier of refined petroleum products in Indonesia.

Lubis Ganie Surowidjojo is widely recognised for its corporate and commercial law expertise, with its main focus on the acquisition of companies. The firm has frequently advised on acquisitions involving complex corporate and debt restructuring issues.

One client says: “The firm is very commercially minded and innovative, and is prepared to look at things from a different angle.”

The team advised PT Recapital Advisors on its acquisition of PT Bank Eksekutif. This corporate rescue involved the structure of a rights issue of the bank and a renouncement of shareholders’ entitlement to PT Recapital Securities.

Other work included advising Beaconhouse Educational Services in its acquisition of schools in Indonesia, which included various regulatory issues.

Makarim & Taira S has a “deep understanding of our business, and provides quality service and advice”, says one client, who also praises the firm’s “commitment to keeping a great working relationship”.

The firm represented Sumitomo Corporation and GDF Suez in the acquisition of and investment in Supreme Energy’s geothermal energy business in Indonesia. The Makarim team performed legal due diligence on the target company.

The firm also represented Sara Lee in Unilever’s acquisition of the company’s business in Indonesia and majority shares in an Indonesian publicly listed company PT Sara Lee Body Care Indonesia. This was noted as the most complex acquisition of the 40 jurisdictions that were affected by this deal.

Leading the Makes & Partners M&A team is name partner Yozua Makes along with senior partner Iwan Setiawan. Both are highly regarded and appreciated by clients. “We always deal with Makes because of Yozua Makes and Iwan Setiawan, who are very knowledgeable and professional,” says one.

The firm served as counsel to Bowsprit Capital Corporation as manager of First Real Estate Investment Trust in relation to the acquisition of Mochtar Riady Comprehensive Cancer Centre Indonesia and acquisition of Siloam Hospitals Lippo Cikarang Indonesia.

Another notable transaction was advising PT AKR Corporindo (AKR) on the legal matters in its agreement to sell all of its ordinary shares in PT Sorini Agro Asia Corporindo.

Mochtar Karuwin Komar has an extensive M&A practice in all major economic sectors. The firm specialises in advising on alternatives to foreign direct investment, such as the establishment of new companies and other entities permitted under Indonesia’s investment, banking and natural resources laws.

“The firm works with foreign and domestic investors in developing and implementing investment strategies in virtually all areas of the economy,” says one client. “Its advice is always unique and outside the box.”

The firm completed the due diligence of Indonesian business group Mayapada on its merger with Malaysian financing company Ethos.

Soemadipradja & Taher is recognised by industry peers as one of the market leaders in the M&A space in Indonesia. The firm’s depth of talent and expertise has the team working on some of the largest M&A transactions in the country.

A firm team advised Vallar Plc on its US$3 billion acquisition of 75% of PT Berau Coal Energy and 25% of PT Bumi Resources in a cash and stock transaction. Another highlight was advising Sherritt on its acquisition by way of earn-in of a controlling stake in Rio Tinto’s Sulawesi nickel project in Indonesia.

“Soewito Suhardiman Eddymurthy Kardono is a very professionally run firm,” says one client. “Its work product is quite clear and the firm has high professional standards and is very knowledgeable in its understanding of Indonesian law.”

SSEK advised Toyota in establishing a joint venture company in Indonesia with PT Astra Otoparts, and in acquiring the existing compressor production business from PT Denso Indonesia.

The firm is advising Robust Resources on its acquisition of up to 75% of the interest in Indonesian gold mining company PT Gemala Borneo Utama. This complex transaction involved unique issues of foreign investment in a mining company – now permitted under Indonesia’s Mining Law – forestry issues and transitional issues under the Mining Law.

Bahar & Partners has assisted clients on numerous national and cross border M&A transactions and is constantly providing advice to major companies from various business sectors in connection with their most complex acquisitions.

One client says: “As a client, you get the direct involvement of experienced partners who bring commercial and practical solutions to complex matters.”

The firm acted as Indonesian counsel to Qatar Telecom on its acquisition of majority shares in PT Indosat, subsequently assisting Qtel in its tender offer on the Series B shares of Indosat.

DNC’s M&A team has received great reviews from clients. “Its level of knowledge and expertise is good,” says one, “and its innovative ideas are timely and practical.”

The team advised PT Indo Setu Bara Resources on its acquisition of PT Cipendawa Agriindustri. Other notable transactions include advising Oil & Gas Ventures on its acquisition of PT Aneka Kemasindo Utama.

One of Hutabarat Halim & Rekan’s specialties is acting on corporate and investment issues. The practice is led by partners Nini Halim and Inka Kirana and focuses on the provision of legal services to foreign and domestic companies. The firm’s extensive range of client includes Mitsui Matsushima, Sinicatum Carbon Capital and Perkebunana Nusantara.

The firm’s founder Kartini Muljadi is one of Indonesia’s most respected corporate lawyers. Having advised many domestic and international enterprises on their investments in Indonesia, she is among the best mergers and acquisition lawyers in the country.

Budidjaja & Associates

Budidjaja & Associates’ stated objective is to look at clients’ needs in the broadest possible context and not just their legal objectives. This philosophy has led to numerous high quality mandates in the M&A space. Partner Juni Dani is extremely experienced on M&As, dissolutions and liquidations and is the go-to lawyer in this practice. Deal highlights in the last year include advising on the commercial structures of AXA Indonesia and Delami Garment Industries and their respective licensing agreements.

Oentoeng Suria & Partners

Oentoeng Suria & Partners’ financial and corporate practice has continued its exponential growth in the last year. The firm was busy advising PT Bank Andara on its rapid recapitalisation and growth strategy to take advantage of the prospering micro-credit and micro-finance industry in Indonesia. Other transactions include advising two Indonesian subsidiaries of one of Australia’s largest beverage groups on a substantial term loan facility.

Roosdiono & Partners

Roosdiono & Partners’ ability to work seamlessly with investment bankers and other specialist advisers on transactions covering sectors such as mining, plantations, property, manufacturing, communications, banking, insurance, energy, maritime and air transport, is what differentiates it from competitors. Other experience includes advising on some of the largest debt restructuring exercises in the region.