JAKARTA — Royal FrieslandCampina N.V., through its subsidiary FrieslandCampina International Holding B.V. (FCIH), plans to take control of Indonesian dairy producer PT Ultrajaya Milk Industry & Trading Company Tbk (ULTJ) through a share-swap transaction valued at 14.57 trillion rupiah ($880 million). The proposed deal involves Ultrajaya issuing as many as 7.88 billion new shares at an exercise price of 2,150 rupiah each through a rights offering. The new shares will be subscribed through the contribution of shares in PT Frisian Flag Indonesia (FFI), making FFI a wholly owned subsidiary of Ultrajaya. If completed, the transaction will make FCIH the new controlling shareholder of the Indonesian listed company.
The transaction values the acquisition of FFI at 14.57 trillion rupiah, equivalent to 178.24% of Ultrajaya’s total equity of 8.17 trillion rupiah as of July 31, 2026. The size of the transaction places it in the category of a material transaction under Indonesian capital-market rules and requires approval from Ultrajaya shareholders. The company has scheduled an extraordinary general meeting of shareholders for Oct. 27, 2026. The meeting will consider the rights issue, the contribution of FFI shares as non-cash capital, changes to Ultrajaya’s board and a proposal for a final cash dividend.
Under the proposed structure, Ultrajaya’s existing controlling and major shareholders, including Sabana Prawirawidjaja and PT Prawirawidjaja Prakarsa, will transfer their rights to subscribe to the new shares to FCIH, Blue Waves Group Ventures Pte. Ltd. (BWG) and PT Bahtera Wiraniaga Internusa (BWI). The three shareholders of FFI will then exercise the subscription rights by contributing their shares in FFI to Ultrajaya as non-cash consideration. The structure effectively swaps ownership of FFI for newly issued shares in Ultrajaya rather than requiring FCIH and its partners to fund the acquisition with cash.
The shares to be contributed to Ultrajaya represent the entire 24,440 shares of FFI, giving Ultrajaya 100% ownership of the Indonesian dairy company once the transaction is completed. FCIH currently owns 78.09% of FFI, while BWG holds 16.91% and BWI owns 5%. Through the in-kind contribution, FFI will become a wholly owned subsidiary of Ultrajaya, while FCIH will emerge as the controlling shareholder of the listed parent. The transaction will therefore reshape the ownership structure of both companies without changing FFI’s status as an operating business in Indonesia.
FCIH’s stake in Ultrajaya is projected to reach 28.95% if all public shareholders participate in the rights offering. If public investors do not exercise their subscription rights, FCIH’s stake could rise to as much as 30.81%. The change in ownership will trigger an obligation for FCIH to conduct a mandatory tender offer for the remaining shares held by public investors, in accordance with Financial Services Authority, or OJK, regulations. The tender offer will be another step in the transfer of control following completion of the rights issue and the FFI share contribution.
Public shareholders that do not participate in the rights issue face potential dilution of as much as 43.11%, according to Ultrajaya’s disclosure. The potential dilution reflects the size of the new share issuance relative to Ultrajaya’s existing share base. The company plans to issue a maximum of 7,878,669,985 new shares at 2,150 rupiah each. The rights offering would therefore substantially increase Ultrajaya’s outstanding shares once completed.
The rights issue could raise as much as 16.94 trillion rupiah based on the maximum issuance and the 2,150-rupiah subscription price. About 14.57 trillion rupiah of the proceeds would be used for the acquisition of FFI, with the remainder allocated according to the uses disclosed by Ultrajaya. The structure makes the proposed transaction substantially larger than a conventional cash acquisition because the new shares effectively provide the consideration for the transfer of FFI into Ultrajaya. The transaction will also materially increase the scale of Ultrajaya’s consolidated business once FFI is included as a wholly owned subsidiary.
Ultrajaya said the acquisition is expected to broaden its portfolio of processed dairy products and non-dairy ready-to-drink beverages. FFI brings its own portfolio of dairy products and an established distribution network in Indonesia, while Ultrajaya operates the Ultra Milk brand and other ready-to-drink products. Bringing the two businesses under one listed group would combine their respective product portfolios and operating platforms. The transaction will also give FCIH direct control of a listed Indonesian company with FFI as its wholly owned operating subsidiary.
FrieslandCampina already has a long-standing presence in Indonesia through FFI, making the proposed transaction a change in corporate structure rather than an entry into the Indonesian dairy market for the first time. FFI operates the Frisian Flag brand in Indonesia, while Ultrajaya has built its business around brands including Ultra Milk. The proposed structure would place both businesses under the same listed parent while leaving FFI as a separate operating subsidiary. The deal therefore links two established dairy businesses within Indonesia’s packaged milk and beverage market.
The proposed acquisition comes as Ultrajaya continues to operate as one of Indonesia’s publicly listed dairy and beverage companies. Its total equity stood at 8.17 trillion rupiah as of July 31, 2026, providing the reference point for the 178.24% transaction-to-equity ratio disclosed by the company. The 14.57 trillion-rupiah transaction value is also equivalent to about $880 million based on the exchange-rate conversion used in the company-related reporting. The size of the transaction means shareholder approval will be required before the proposed change in control can proceed.
Ultrajaya shares responded sharply to the announcement. The stock rose 11.58% to 2,120 rupiah by 2:36 p.m. Jakarta time on Sept. 18, 2026, while the shares had gained more than 40% over the previous week. The proposed rights-issue price of 2,150 rupiah was only slightly above the market price at the time of the announcement. The market movement came as investors assessed the implications of the proposed transaction, including the new ownership structure, potential dilution and mandatory tender offer.
The proposed transaction now moves into the shareholder-approval and capital-market process. Ultrajaya’s Oct. 27 extraordinary general meeting will determine whether shareholders approve the rights issue, the 24,440-share contribution of FFI, changes to the company’s management structure and the final cash dividend proposal. Completion will also require the fulfillment of the other conditions governing the rights issue and transfer of FFI shares. If all steps are completed, FCIH will become the controlling shareholder of Ultrajaya, while FFI will sit beneath Ultrajaya as a wholly owned subsidiary. (Editor)
