Indonesia-listed dairy producer PT Ultrajaya Milk Industry & Trading Company Tbk (ULTJ) is seeking shareholder approval to acquire all of PT Frisian Flag Indonesia (FFI) in a deal valued at 14.57 trillion rupiah ($821.2 million), according to a company disclosure on Friday.
The acquisition will be carried out through an inbreng, under which FFI shareholders will contribute their shares to Ultrajaya as non-cash capital in exchange for newly issued shares.
FrieslandCampina International Holding BV (FCIH), which owns 78.09% of FFI, will become Ultrajaya’s new controlling shareholder once the transaction is completed. FCIH will also be required to launch a mandatory tender offer for the remaining shares held by Ultrajaya’s public shareholders.
The development comes after DealStreetAsia reported in October 2025 that Ultrajaya’s shareholders were in discussions with FrieslandCampina over a potential stake transaction. The latest disclosure outlines a proposed full acquisition of FFI and a change in control of Ultrajaya.
Ultrajaya said the acquisition is expected to strengthen its operational and financial capabilities and expand its product portfolio. The company identified potential synergies in manufacturing and supply-chain operations, distribution and logistics, as well as sales and marketing.
FFI’s portfolio of sweetened condensed milk, milk powder, child nutrition products under the Friso brand, and UHT milk would complement Ultrajaya’s UHT milk and non-dairy beverages, including Teh Kotak and Sari Kacang Ijo.
The companies could also explore greater use of their respective manufacturing and distribution networks while evaluating procurement efficiencies and cross-selling opportunities for Ultra Milk and Frisian Flag products.
The disclosure says the manufacturing facilities would continue to operate independently, with any coordination carried out where necessary and subject to applicable regulations.
Ultrajaya plans to issue up to 7.88 billion new shares at 2,150 rupiah apiece through its fourth rights issue. Around 86.01% of the proceeds will be used for the acquisition of FFI, valued at 14.57 trillion rupiah, while the remainder will go towards working capital.
FCIH will subscribe for 5.29 billion new Ultrajaya shares by contributing its 19,084 shares in FFI. Blue Waves Group Ventures Pte. Ltd (BWG), which owns 16.91% of FFI, will contribute its 4,134 shares for 1.15 billion new Ultrajaya shares. PT Bahtera Wiraniaga Internusa (BWI) will contribute its 1,222 shares, representing 5% of FFI, for 338.8 million new shares.
FFI posted a revenue of 7.79 trillion rupiah and net profit of 439.5 billion rupiah for the seven months ended July 31, 2026, according to its audited financial statements. Ultrajaya reported a revenue of 6.42 trillion rupiah and net profit of 1.22 trillion rupiah over the same period.
The 14.57 trillion rupiah transaction is equivalent to 178.24% of Ultrajaya’s equity, making it a material transaction that requires shareholder approval. The company will seek approval at an extraordinary general meeting scheduled for Oct. 27. The rights issue will also require an effective statement from the Financial Services Authority (OJK).
If only FCIH, BWG and BWI exercise their rights, FCIH would hold 30.81% of Ultrajaya after the rights issue, while existing controlling shareholder Sabana Prawirawidjaja’s stake would fall from 53.17% to 32.19%. Existing shareholders that do not exercise their rights could face dilution of up to 43.11%, according to the disclosure.
FCIH said the transaction would support its long-term investment in Indonesia and allow closer collaboration in product development, nutrition expertise, and the development of the country’s dairy industry.
