PT Indosat Tbk was established by the Government on November 20, 1967 as a foreign investment company to provide international telecommunications services in Indonesia and began commercial operations in September 1969 to build, transfer and operate an International Telecommunications Satellite Organization, or Intelsat, earth station in Indonesia to access Intelsat’s Indian Ocean Region satellites for a period of 20 years. As a global consortium of international satellite communications organizations, Intelsat owns and operates a number of telecommunications satellites.
Following regulatory changes in the Indonesian telecommunications industry in 1999 and 2000, we began implementing a strategy designed to transform us from being Indonesia’s primary international telecommunications provider into a leading, fully integrated telecommunications network and service providerin Indonesia. In 2000, the Government’s introduction of the Telecommunications Law, which encourages industry liberalization, directly impacted our business. In 2001, as part of the Government’s initiative to restructure the telecommunications industry, we entered into an agreement with Telkom to eliminate our respective crossshareholdings in several operating subsidiaries, including:
- our acquisition of Telkom’s 22.5% ownership interest in Satelindo;
- Telkom’s acquisition of our 35.0% ownership interest in Telkomsel; and
- our acquisition of Telkom’s 37.2% ownership interest in Lintasarta and the purchase of Lintasarta’s convertible bonds held by Telkom.
Subsequent to the agreement with Telkom, we acquired an effective 45.0% ownership interest in Satelindo, through our acquisition of PT Bimagraha Telekomindo, or Bimagraha, in 2001 and acquired the remaining 25.0% ownership interest in Satelindo from DeTe Asia in June 2002. To strengthen Satelindo’s capital structure and remove certain restrictive covenants arising from Satelindo’s indebtedness, we made an additional capital contribution to Satelindo totaling US$75.0 million in July 2002.
In August 2002, we entered the domestic telecommunications sector by obtaining a license to provide local fixed network services in the Jakarta and Surabaya areas. We deployed approximately 13,000 lines in those areas to provide local fixed telephone services and announced our strategic objective to become a leading fully integrated telecommunications network and service provider in Indonesia. In 2002, the Government divested 517.5 million shares, representing approximately 50.0% of our outstanding Series B shares at the time, in two stages. In May 2002, the Government sold 8.1% of our outstanding shares through an accelerated global tender.
In December 2002, the Government divested 41.9% of our outstanding Series B shares to a former subsidiary of STT. As of March 31, 2009, the Government owned 14.29% of our outstanding shares, including the one Series A share, and ICLM and ICLS owned approximately 65.0% of our outstanding Series B shares. ICLM and ICLS are owned by Qtel. The remaining 20.71% of our outstanding Series B shares is owned by public shareholders as of March 31, 2009. See “Item 6: Directors, Senior Management and Employees—Share Ownership.”
On November 20, 2003, we merged with Satelindo, Bimagraha and IM3 and all assets and liabilities of such legacy subsidiaries were transferred to us on such date. Since entering the Indonesian cellular market through our acquisition of Satelindo and establishment of IM3 and the subsequent integration of such companies in 2003, cellular services have become the largest contributor to our operating revenues.
On June 22, 2008, Qtel purchased all of the issued and outstanding shares of capital stock of each of ICLM and ICLS, pursuant to a Share Purchase Agreement dated June 6, 2008 between Qtel and STT, a company incorporated in Singapore. Pursuant to the Share Purchase Agreement, Qtel, through its subsidiary, Qatar South East Asia Holding S.P.C., acquired the capital stock of ICLM and ICLS from Asia Mobile Holdings Pte. Ltd., or AMH, a company incorporated in Singapore, which is 75.0% indirectly owned by STT Communications Ltd. and 25.0% indirectly owned by Qtel. Following this acquisition, a change of control occurred in Indosat and Qtel, and its wholly owned subsidiaries, ICLS and Qatar South East Asia Holding S.P.C., conducted a mandatory tender offer to acquire up to 1,314,466,775 Series B Shares, representing approximately 24.19% of our total issued and outstanding Series B Shares (including Series B Shares represented by ADSs), at a purchase price of the U.S. dollar equivalent of Rp369,400 per ADS and Rp7,388 per Series B Share, net to the seller in cash (without interest and subject to any required withholding of taxes). Following settlement of the tender offer on March 5, 2009, Qtel and its subsidiaries hold approximately 65.0% of our outstanding share capital.