Bumi-Energy's merger plan, what's weird?
I just got the chance to read through the prospectus of merger plan of Bakrie Family-related energy companies PT Bumi Resources Tbk and PT Energi Mega Persada Tbk. Beside the strange announcement at the time of public scrutiny and poor handling over scandalous gas leakage in East Java committed by PT Lapindo Brantas (Energi's key subsidiary),I found a significant error in the announcement, especially on financial data of the merged company.
All data for Bumi was represented in US dollar, while Energi in Rupiah (as shown in the columns). For example, Bumi's total assets after the divestment of Kaltim Prima Coal and Arutmin Indonesia was US$1.92 billion, while Energi (in rupiah) at Rp837 million, and then the sum (merger) is US$2.761 billion.
The announcement, published in some newspapers on June 14, might have to be fixed especially on Energi's column that should be represented in US$ as well or people could misinterpret that.
Ok, that's easy.
But look at how the merger would be conducted. Both companies use the March 31, 2006 report while the divestment of Bumi's assets (KPC and Arutmin) is underway and no information whatsoever about how much will be the net proceeds from the divestment.
The last column in the post-merger financial data shown total sales would be US$63.47 million and profit before tax of US$2.31 billion. Can we say that the net proceeds of the KPC and Arutmin divestment at US$2.31 billion minus US$63.47 million?
The last, I found no information in the prospectus about the risk factor about the possibility of closing down of Lapindo's operation in East Java over the environmental problem while Lapindo contributes 40% of Energi's natural gas sales. The last time Energi tell shareholders about what's going on at Lapindo's Banjar Panji-1 exploration well (cost at US$7.1 million already) was May 30, just after the first gas leakage at Porong District, Sidoarjo. Financially, as the company claimed, it's secure enough with US$25 million insurance coverage. But that's not explain the future of its operation, including the social and environmental costs of the scandal.
I just don't understand why the company put the merger plan as the more urgent corporate action to announce than its efforts to heal the wounds of the gross neglience as accused by some parties?
It's weird that the company unilaterally claimed the leakage mainly due to the cracks in the drilling well caused by the eartquake that jolted Yogyakarta, 500 km from the drilling well.
For your info:
Bumi Resources shareholders are:
- Long Haul Holdings Ltd 12.91%
- Willow Finance Ltd 22.77%
- CMA Ltd 11.34%
- Jimba Finance Ltd 5.67%
- Public 47.31%
Energi Mega shareholders are:
- Brantas Indonesia 30.53%
- Kondur Indonesia 33%
- Reiner Latief 3.11%
- Julianto Benhayudi 2.18%
- Public 31.18%
The merger will be 1 on 1, means one Bumi share for one Energi share. The shareholder for the new company will be as follows:
- Long Haul 7.41%
- Willow Finance 13.07%
- CMA Pte 6.51%
- Jimba Finance 3.52%
- Julianto 0.93%
- Renier 1.32%
- Brantas 13.01
- Kondur 14.06
- Public 40.44%
PS: Long Haul, Willow Finance, CMA, Brantas & Kondur are companies with direct or indirect ownership of Bakrie Family members. Who do you think get the most out of the merger plan?
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All data for Bumi was represented in US dollar, while Energi in Rupiah (as shown in the columns). For example, Bumi's total assets after the divestment of Kaltim Prima Coal and Arutmin Indonesia was US$1.92 billion, while Energi (in rupiah) at Rp837 million, and then the sum (merger) is US$2.761 billion.
The announcement, published in some newspapers on June 14, might have to be fixed especially on Energi's column that should be represented in US$ as well or people could misinterpret that.
Ok, that's easy.
But look at how the merger would be conducted. Both companies use the March 31, 2006 report while the divestment of Bumi's assets (KPC and Arutmin) is underway and no information whatsoever about how much will be the net proceeds from the divestment.
The last column in the post-merger financial data shown total sales would be US$63.47 million and profit before tax of US$2.31 billion. Can we say that the net proceeds of the KPC and Arutmin divestment at US$2.31 billion minus US$63.47 million?
The last, I found no information in the prospectus about the risk factor about the possibility of closing down of Lapindo's operation in East Java over the environmental problem while Lapindo contributes 40% of Energi's natural gas sales. The last time Energi tell shareholders about what's going on at Lapindo's Banjar Panji-1 exploration well (cost at US$7.1 million already) was May 30, just after the first gas leakage at Porong District, Sidoarjo. Financially, as the company claimed, it's secure enough with US$25 million insurance coverage. But that's not explain the future of its operation, including the social and environmental costs of the scandal.
I just don't understand why the company put the merger plan as the more urgent corporate action to announce than its efforts to heal the wounds of the gross neglience as accused by some parties?
It's weird that the company unilaterally claimed the leakage mainly due to the cracks in the drilling well caused by the eartquake that jolted Yogyakarta, 500 km from the drilling well.
For your info:
Bumi Resources shareholders are:
- Long Haul Holdings Ltd 12.91%
- Willow Finance Ltd 22.77%
- CMA Ltd 11.34%
- Jimba Finance Ltd 5.67%
- Public 47.31%
Energi Mega shareholders are:
- Brantas Indonesia 30.53%
- Kondur Indonesia 33%
- Reiner Latief 3.11%
- Julianto Benhayudi 2.18%
- Public 31.18%
The merger will be 1 on 1, means one Bumi share for one Energi share. The shareholder for the new company will be as follows:
- Long Haul 7.41%
- Willow Finance 13.07%
- CMA Pte 6.51%
- Jimba Finance 3.52%
- Julianto 0.93%
- Renier 1.32%
- Brantas 13.01
- Kondur 14.06
- Public 40.44%
PS: Long Haul, Willow Finance, CMA, Brantas & Kondur are companies with direct or indirect ownership of Bakrie Family members. Who do you think get the most out of the merger plan?
Labels: Bakrie, Bumi Resources, COAL, Energi Mega Persada, Lapindo
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