PT INDOSAT Tbk was established by the Government on
November 20, 1967 as a foreign investment company to provide
international telecommunications services in Indonesia and began
commercial operations in September 1969 to build, transfer and operate
an International Telecommunications Satellite Organization, or Intelsat,
earth station in Indonesia to access Intelsat’s Indian Ocean Region
satellites for a period of 20 years. As a global consortium of
international satellite communications organizations, Intelsat owns and
operates a number of telecommunications satellites.
Following regulatory changes in the Indonesian telecommunications
industry in 1999 and 2000, we began implementing a strategy designed to
transform us from being Indonesia’s primary international
telecommunications provider into a leading, fully integrated
telecommunications network and service providerin Indonesia. In 2000,
the Government’s introduction of the Telecommunications Law, which
encourages industry liberalization, directly impacted our business. In
2001, as part of the Government’s initiative to restructure the
telecommunications industry, we entered into an agreement with Telkom to
eliminate our respective crossshareholdings in several operating
subsidiaries, including:
- our acquisition of Telkom’s 22.5% ownership interest in Satelindo;
- Telkom’s acquisition of our 35.0% ownership interest in Telkomsel; and
- our acquisition of Telkom’s 37.2% ownership interest in
Lintasarta and the purchase of Lintasarta’s convertible bonds held by
Telkom.
Subsequent to the agreement with Telkom, we acquired an effective
45.0% ownership interest in Satelindo, through our acquisition of PT
Bimagraha Telekomindo, or Bimagraha, in 2001 and acquired the remaining
25.0% ownership interest in Satelindo from DeTe Asia in June 2002. To
strengthen Satelindo’s capital structure and remove certain restrictive
covenants arising from Satelindo’s indebtedness, we made an additional
capital contribution to Satelindo totaling US$75.0 million in July 2002.
In August 2002, we entered the domestic telecommunications sector by
obtaining a license to provide local fixed network services in the
Jakarta and Surabaya areas. We deployed approximately 13,000 lines in
those areas to provide local fixed telephone services and announced our
strategic objective to become a leading fully integrated
telecommunications network and service provider in Indonesia. In 2002,
the Government divested 517.5 million shares, representing approximately
50.0% of our outstanding Series B shares at the time, in two stages. In
May 2002, the Government sold 8.1% of our outstanding shares through an
accelerated global tender.
In December 2002, the Government divested 41.9% of our outstanding
Series B shares to a former subsidiary of STT. As of March 31, 2009, the
Government owned 14.29% of our outstanding shares, including the one
Series A share, and ICLM and ICLS owned approximately 65.0% of our
outstanding Series B shares. ICLM and ICLS are owned by Qtel. The
remaining 20.71% of our outstanding Series B shares is owned by public
shareholders as of March 31, 2009. See “Item 6: Directors, Senior
Management and Employees—Share Ownership.”
On November 20, 2003, we merged with Satelindo, Bimagraha and IM3 and
all assets and liabilities of such legacy subsidiaries were transferred
to us on such date. Since entering the Indonesian cellular market
through our acquisition of Satelindo and establishment of IM3 and the
subsequent integration of such companies in 2003, cellular services have
become the largest contributor to our operating revenues.
On June 22, 2008, Qtel purchased all of the issued and outstanding
shares of capital stock of each of ICLM and ICLS, pursuant to a Share
Purchase Agreement dated June 6, 2008 between Qtel and STT, a company
incorporated in Singapore. Pursuant to the Share Purchase Agreement,
Qtel, through its subsidiary, Qatar South East Asia Holding S.P.C.,
acquired the capital stock of ICLM and ICLS from Asia Mobile Holdings
Pte. Ltd., or AMH, a company incorporated in Singapore, which is 75.0%
indirectly owned by STT Communications Ltd. and 25.0% indirectly owned
by Qtel. Following this acquisition, a change of control occurred in
Indosat and Qtel, and its wholly owned subsidiaries, ICLS and Qatar
South East Asia Holding S.P.C., conducted a mandatory tender offer to
acquire up to 1,314,466,775 Series B Shares, representing approximately
24.19% of our total issued and outstanding Series B Shares (including
Series B Shares represented by ADSs), at a purchase price of the U.S.
dollar equivalent of Rp369,400 per ADS and Rp7,388 per Series B Share,
net to the seller in cash (without interest and subject to any required
withholding of taxes). Following settlement of the tender offer on March
5, 2009, Qtel and its subsidiaries hold approximately 65.0% of our
outstanding share capital.
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