Kombinasi Bisnis

Summary

This video discusses the concept of business combinations, focusing on the merging of entities under PSAK 22 and PSAK 65 regulations. It explains how a business combination occurs when one entity gains control over another, typically through transactions or mergers. The script highlights examples of investor control, profit sharing, and how business combinations in the banking sector, such as the merger of BNI Syariah, BRI Syariah, and Mandiri Syariah, strengthen their positions in the market. The video further explores the benefits, such as enhancing operational efficiency, preventing foreign takeovers, and sharing resources among merged entities.

Takeaways

• 😀 Business combinations occur when two or more companies merge under one control or name, as defined by PSAK 22 and PSAK 65.
• 😀 An investor with more than 50% control in a company can influence its decisions and receive dividends, as seen in the example of PT.A's 60% ownership in PT.B.
• 😀 Mergers between banks like BNI Syariah, BRI Syariah, and Mandiri Syariah are aimed at strengthening the Islamic banking sector and enhancing competition with conventional banks.
• 😀 A key benefit of business combinations is the increase in scale, allowing merged entities to serve a larger customer base and strengthen their market presence.
• 😀 Mergers help mitigate the risk of foreign takeovers by strengthening capital and creating a more robust entity.
• 😀 Combining businesses creates operational synergy, like sharing resources and services (e.g., e-banking), which improves efficiency and customer offerings.
• 😀 Business combinations also help in consolidating market power, allowing companies to compete both locally and internationally.
• 😀 Managerial compensation often increases in a merger due to the higher responsibilities that come with overseeing a larger, more complex organization.
• 😀 In PSAK guidelines, mergers, consolidations, and acquisitions are defined with different operational impacts: mergers combine companies into a new entity, while consolidations involve the creation of a new company with parent-child ownership structures.
• 😀 An acquisition involves one company buying a controlling stake in another without causing the target company to dissolve, as seen in XL Axiata’s acquisition of Sineplex.

Q & A

What is the definition of a business combination according to PSAK 22 and PSAK 65?

A business combination is when two entities merge, and one company gains control over the other through transactions, such as mergers or acquisitions. PSAK 22 allows for combinations without control, while PSAK 65 defines control more strictly as holding more than 50% of shares in the acquired company.

What is the key difference between PSAK 22 and PSAK 65 regarding business combinations?

PSAK 22 provides a broader definition, stating that a business combination does not necessarily result in control. In contrast, PSAK 65 requires strict criteria for control, specifically that an entity must hold more than 50% of the shares to be considered as having control.

How does an investor gain control in a business combination?

An investor gains control in a business combination by holding a majority of shares, typically more than 50%. For example, holding 60% of the shares allows the investor to influence key business decisions, such as dividend distribution.

What are the returns an investor expects from a business combination?

Investors expect returns in the form of dividends, which are a share of the profits made by the combined business. These returns are directly tied to the financial performance of the business after the combination.

Can you give an example of a real-world business combination in Indonesia?

A notable example is the merger of three Indonesian Islamic banks: BNI Syariah, BRI Syariah, and Mandiri Syariah. The merger aimed to strengthen the Islamic banking sector and compete with conventional banks, ensuring these banks could grow without foreign takeovers.

What are the primary benefits of business combinations?

The main benefits include increased size and market presence, reduced risk of foreign takeovers, resource sharing to overcome weaknesses, and enhanced employee compensation due to increased responsibilities.

How does a business combination help prevent foreign takeovers?

By merging, local businesses can increase their size and capital, which makes them less vulnerable to foreign entities attempting to acquire a majority stake. The combined entity becomes more robust and harder to take over.

What types of business combinations are outlined in PSAK 22?

PSAK 22 outlines several types of business combinations, including mergers (where two entities merge into one with a new name), consolidations (where a new entity is formed with a majority control from one company), and acquisitions (where one entity purchases another, but the acquired entity continues operating).

What is the difference between a merger and a consolidation?

In a merger, two companies combine into one with a new name, but no single entity has a majority control. In consolidation, a new entity is formed, and one company holds more than 50% of the control, making it the majority shareholder.

What role does acquisition play in business combinations?

Acquisition occurs when one company buys another, but the acquired company does not disappear. Instead, it continues to operate independently, with the purchasing company gaining control through its stake in the acquired entity.