Semen Indonesia (SMGR) Prepares Internal Merger to Combine Several Subsidiaries

PT Semen Indonesia Tbk (SMGR) is currently preparing steps to reorganise its group structure through a plan to merge several subsidiaries. This corporate action is intended to simplify the entity structure while simultaneously strengthening the company’s business portfolio.

Referring to the interim consolidated financial statements as of June 2026, two Conditional Merger Agreements were signed by SMGR’s subsidiaries on 21 August 2026.

Firstly, a Conditional Merger Agreement was signed regarding the planned merger of PT Semen Indonesia Beton (SIB), PT Solusi Bangun Beton (SBB), and PT Readymix Concrete Indonesia (RCI) into PT Varia Usaha Beton (VUB).

Under this plan, VUB will be the surviving entity following the merger process.

In this action, SID will also remain as a surviving entity after the merger.

“The merger plan is part of the streamlining of entities within the Group and is aimed at organising and strengthening the integrated aggregate and concrete business portfolio,” SMGR management stated in the document.

SMGR management explained that the merger is a conditional transaction and was not yet effective as of the date of publication of the interim consolidated financial statements.

Based on the Conditional Merger Agreement, the implementation of the merger still depends on the fulfilment of several conditions precedent or, insofar as they can be waived under applicable laws and regulations, waived in writing by the parties in the form of minutes.

Furthermore, the merger will become effective on the date the approval of the Minister of Law of the Republic of Indonesia is issued regarding the amendment of the Articles of Association of VUB and SID in connection with the merger.

Based on the signed agreement, the deadline for fulfilling the conditions precedent is set for 30 September 2026. This deadline may be extended based on the written agreement of the parties.

SMGR management also emphasised that this corporate action has not yet resulted in any adjustments to the figures recorded in the financial statements as of 30 June 2026.

“This event is a post-reporting period event that does not require adjustments to the amounts recognised in the interim consolidated financial statements as of 30 June 2026,” wrote SMGR management.