Investors to file sealed bids for IBRA's 45% stake in Astra

JAKARTA (JP): Three foreign investor groups are scheduled on Thursday (this afternoon) to submit sealed bids for the Indonesian Bank Restructuring Agency's 45 percent stake in PT Astra International, the country's largest carmaker.

This is the last stage of what analysts here see as a 'turbulent' competition for a controlling ownership of Astra which started last August when Newbridge-Gilbert investor consortium began discussions with IBRA for the Astra shares.

The winner itself will be announced on Saturday and a definitive transaction will be concluded next Friday when IBRA expects to get at least US$500 million for immediate transfer to the state treasury, which will subsequently plug the hole in the state budget.

The three final bidders, shortlisted last month, are: a consortium led by Newbridge Capital Ltd. and Gilbert Global Equity Partners of the U.S. and which also includes Chase Asia Equity Partners Consortium and Indonesia's Saratoga Investama Sedaya; a group of investors including Bhakti Investama and Indonesian Recovery Company Ltd led by Lazard Asia Fund, a unit of Lazard Freres & Co.; and a Singaporean group led by listed auto distributor Cycle & Carriage Ltd. with Batavia Investment Management and J.P. Morgan.

"The assessment process will be totally fair. We will only select the best bidder," IBRA's spokesman Franklin Richard said, alleviating fears that the agency would engage in unfair conduct.

Head of IBRA Asset Management Investment Group Dasa Sutantio agreed that there was no preference for any of the three bidders.

But IBRA senior vice president Arwin Rasyid said price was not the only factor assessed in selecting the winning bidder.

"There are other conditions that have to be fulfilled by the bidders. We therefore need two days for evaluation," Rasyid added.

Analysts say successfully completing this transaction will further enhance international investor confidence in Indonesia's economic recovery and improve IBRA's credibility which was damaged last year by its botched dealings with Standard Chartered Bank of Britain for investment in Bank Bali.

Budi Ruseno of PT Bhakti Investama said a smooth and fair deal on Astra sale would give a positive impact to investors' confidence in Indonesia, especially IBRA.

Fundamentally Astra is sound and already has an established operating system.

"It does not make any difference either for the government or Astra as to who would win the bidding as long as the target of sale proceeds can be reached," Budi added.

" A smooth Astra sale is important to help rebuild investors' confidence," agreed Lin Che Wei, head of research at PT SG Securities Indonesia.

Che Wei said the safest, most credible way for the government to pick the winner was to let the bidder with the highest price win the bidding, considering all the politics involved in the transaction.

He understood that this time the bidding was not soley about the price, but also other considerations.

"But most importantly, the selection process must be seen as totally fair and transparent."

Che Wei and several other analysts suggested that the presentation of the sealed bids (today) be witnessed by a representative of the World Bank or International Monetary Fund and the bids be received by an independent notary public.

"This may be one effective way of dispelling concerns about collusion or conspiracy that could happen between Thursday and Saturday," Che Wei added.

Best position

Analysts consider the Newbridge-Gilbert consortium as being in the best position to get the deal given their long investment experiences in Asia, an estimated $29 billion in capital under their management, the lead time they had in valuing Astra and the superior consulting they receive from former controlling owners of Astra.

Newbridge-Gilbert seemed undaunted by the failure of its previous attempt to acquire the Astra shares.

Their initial bid for the Astra stake under an agreement with IBRA last September ended up in tatters in January after weeks of acrimonious debate with the Astra management over an alleged lack of transparency, its questionable status as the preferred bidder and contention over a due diligence.

IBRA terminated Newbridge-Gilbert's position as the preferred bidder in January and opened a competitive bid in February that produced the three final bidders.

"I think Newbridge-Gilbert is one of the frontrunners, given the leadtime it enjoyed in assessing Astra and the advice it has been getting from its local adviser, Edwin Soeryadjaya," Che Wei said.

Edwin, president of Saratoga Investama, is the youngest son of William Soeryadjaya who founded Astra in 1957 and was the controlling owner of the company until 1993 when the family lost its ownership to settle the debts of Edward, Soeryadjaya's eldest son.

However, Che Wei added that Cycle & Carriage is also strongly committed to becoming a strategic partner in Astra. The Singapore company, faced with limited business opportunities in the city state, is eager to expand its business to Indonesia.

"Cycle and Carriage, the distributor of Mitsubishi, KIA, Mercedes Benz and Proton cars, is almost desperate now to expand its business through Astra as it will soon lose its lucrative Mercedess distributorship," Che Wei said.

Rumors in the market on Wednesday said Lazard Freres might decide on a last-minute withdrawal from the bid, given the keen competition posed by the other two bidders.

One analyst who preferred anomynity said Lazard was surprised by a notification by IBRA to the three bidders last week that the agency would sell more than 1.04 billion shares (45 percent) and not 850 million as stated previously.

"Lazard might face severe time restraints to collect additional investment commitment to acquire the stake," the analyst added.

IBRA has indicated that Rp 4,000 (US$.54) per share would be the floor price for the deal. That was higher than the Rp 3,750 offered by Newbridge-Gilbert last year.

Astra closed on Wednesday at Rp 3,725.

Che Wei said the bidding prices that are to be submitted on Thursday would most likely be higher than Rp 3,750.

"Newbridge-Gilbert had offered Rp 3,750 last year even before it conducted a due diligence on Astra. Now that they have completed a thorough assessment, their bidding price may be higher than that," Che Wei added.

"Personally, I think, the Astra shares could rise to as high as Rp 5,500 within the next six months if the company could smoothly carry out its divestment plans and the economic remained on the recovery track."

However, some analysts argued that investors' valuation of Astra might change either for good or bad, depending on the findings of their due diligence on the company over the past four weeks.

The Newbridge-Gilbert consortium itself has been highly confident of winning the Astra shares, citing its $90 million successful deal to acquire Astra's electronics unit (AMT) in Batam Island near Singapore in December 1998 as an example of its good investment experiences in Indonesia.

Analysts agree that of all the competitive bidders, the Newbridge-Gilbert consortium ( which calls itself International Investment Partnership) has the most transaction, investment and operating experience in Asia, and particularly in Indonesia.

White paper

This group has even prepared a white paper, distributed here last week, which articulates a broad strategy to further enhance and expand Astra's present businesses in automobile, motorcycle, financing, heavy equipment and agrobusiness.

The white paper claims Newbridge-Gilbert won't break up Astra but would leverage on its international investment network to expand Astra's export capabilities.

"Newbridge-Gilbert is looking at Astra as a long-term investment and would add value by growing businesses and investing more capital in Astra, and would do so by involving world class management in Astra's leadership," the white paper states.

The group cited its track record in building long-term partnerships through investments in Advanced Microtronics Technology (AMT) in Batam, the Asian Infrastructure Fund, Amkor Technology, ASAT Inc. and Kerry Properties (in Hong Kong), Mando Machinery Corporation (Korea's leading auto component producer) and Korea First Bank, Japan's Internet company Livedoor KK and Bangkok-based Hana Microelectronics Plc.

Newbridge-Gilbert intends not only to retain existing members of Astra's management but also to broaden the reach of the newly implemented employee stock option program.

Astra in 1999 reported unaudited consolidated revenues of Rp. 15 trillion ($2 billion), operating profit of Rp 2.3 trillion and net income of Rp 809 billion. Considered the best-managed business group in the country, Astra succeeded last year in restructuring $975 million and Rp 1 trillion of its debt, the largest corporate debt restructuring to date in Indonesia.

The paper says Newbridge-Gilbert intends to rebuild Astra by keeping and serving existing customers and retaining the company's Indonesian identity and brand.

This transaction, the group claims, will benefit everyone: Astra employees by increasing job security, Astra customers by offering better products and services, the Indonesian government by gaining global respect and Indonesia's people by reducing their debt and attracting much-needed capital to the nation.(udi/rei/vin)