The Signing of Scheme Implementation Deed
Referring to Financial Service Authority (Otoritas Jasa Keuangan -“OJK”) Regulation No. 31/POJK.04/2015 on Information Disclosure of Material Facts by Issuer or Public Company (“OJK Reg. 31/2015”) in conjunction with Indonesian Stock Exchange (Bursa Efek Indonesia – “IDX”) Regulation No. I.E regarding Obligation to Submit Information, we, PT Pyridam Farma Tbk (the “Company”) hereby inform that on 21 December 2023, the Company, PYFA Australia Pty Ltd (a subsidiary of the Company established under the laws of Australia, which shares are fully owned by the Company) (“Subsidiary Company”), and Probiotec Limited, a company established under the laws of Australia, which is a leading manufacturer and packer of a range of prescription and over-the-counter (OTC) pharmaceuticals, complementary medicines, consumer health products, and fast-moving consumer goods in Australia (“Probiotec”), has signed a Scheme Implementation Deed (“SID”), a conditional binding agreement under which it is proposed that the Subsidiary Company will acquire all of the issued share capital of Probiotec (“Proposed Acquisition”).
Subject to all terms and conditions in the SID, after completion of the Proposed Acquisition, the Company through the Subsidiary Company will become the owner of all the shares in Probiotec.
Further information regarding the signing of SID is essentially as follows:
a. Date of Occurrence
December 21, 2023.
b. Type of Material Information or Fact
Other material information or fact as referred to in Article 6 (cc) of the OJK Reg. 31/2015.
c. Details of Material Information or Fact
1. Company Whose Shares Will be Purchased/Acquired:
Probiotec.
2. Parties in the SID
(i) The Company;
(ii) Subsidiary Company; and
(iii) Probiotec.
3. Relationship of the Parties
The Company and/or the Subsidiary Company has no direct or indirect affiliated party relationship with Probiotec as the other party in the SID.
4. Type of Contract
The type of this contract is a conditional binding agreement under which it is proposed that the Subsidiary Company will acquire all of the issued share capital of Probiotec by means of a scheme of arrangement in accordance with Australian law (“Scheme”).
5. Transaction Value
AUD$3.00 for each ordinary share to be acquired by the Company through the Subsidiary Company in accordance with the Scheme.
6. Objective of the Transaction
a. Market expansion, whereby through the Proposed Acquisition, the Company is capable to reach a wider market, and also to increase the Company’s group market share in international market;
b. Access to more advanced technology and research and development (R&D), whereby with the Proposed Acquisition, the Company group can gain access to more advanced technology, research, knowledge and new product development, and can synergize which in turn will have a positive impact;
c. Operational efficiency, whereby through the Proposed Acquisition, the Company group can achieve more profitable economies of scale, and lead to efficiency in the supply chain, production and other matters; and
d. Access to resources, whereby through the Proposed Acquisition, the Company group has the opportunity to utilize Probiotec’s resources, including modern production facilities, extensive networks/channels, and access to better distribution networks in order to generate positive synergies.
d. Impact of the Material Information or Fact
The Company is conditionally bound to complete the Proposed Acquisition as contemplated in the SID.
The Company will comply with all applicable regulations in the Indonesian capital market in connection with the Proposed Acquisition, including but not limited to the regulations of the OJK around material transactions, and all applicable Australian law and regulations in connection with the Scheme process.
Similar information is also submitted by the Company through IDX’s Website and reported to the OJK.
Jakarta, 22 December 2023
PT Pyridam Farma Tbk
Corporate Secretary
