[Last updated: 1 January 2025, unless otherwise noted]

While takeovers through a VTO are possible, they are not common in Indonesia since Indonesian public companies generally have a controlling shareholder (who controls the majority of the shares and may not be willing to sell their shares in the VTO). The more common takeover process would be to negotiate directly with the existing controlling shareholders to acquire the controlling stake in the public company. Unless exempted, these would then be followed by an MTO for all the remaining shares (as described in 4.2 above). Regulation 9/2018 provides that an MTO is not applicable where the control is acquired due to a takeover that has been disclosed in the IPO prospectus of a public company, where the closing must be completed no later than one year after the registration statement for the IPO becomes effective. Therefore, it is possible under Regulation 9/2018 for an acquirer to avoid an MTO if the takeover is properly disclosed in the target company's IPO prospectus.