Buy Control of an IDX Company and the Mandatory Tender Offer Rule Forces You to Buy Out Everyone Else Too
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In February 2023, a company called PT Inti Bina Utama had just crossed roughly 30% ownership of PT Mitra Investindo Tbk (MITI), enough to make it the company's new controlling shareholder. That single fact triggered a legal obligation: Inti Bina Utama had to publicly offer to buy out every other public shareholder of MITI too, at Rp173.50 a share (Pasardana.id). This obligation is called a mandatory tender offer, and it exists specifically so a change of control at the top of an IDX company can't happen quietly while ordinary shareholders are left holding stock in a business now run by someone who never had to make them an offer at all.
A mandatory tender offer isn't triggered by any purchase of shares. It's triggered by a change of control, a specific legal status defined in Otoritas Jasa Keuangan (OJK) Regulation No. 9/POJK.04/2018 on the Acquisition of Public Companies, in force since 27 July 2018. Under that rule, a party becomes a company's "Pengendali" (Controller) if it either owns more than 50% of the company's fully paid-up voting shares, or has the practical ability to determine the company's management or policies, directly or indirectly, even without owning half the shares (POJK 9/2018, via OJK).
That second path is exactly what happened at MITI. Inti Bina Utama's roughly 30% stake was still well short of a majority, but in a company with no other large, organized shareholder block, it was enough to make Inti Bina Utama the effective controller (Kontan). Once a change of controller like that happens, the new controller is legally required to launch a tender offer for the shares it doesn't already own.
The whole point of a mandatory tender offer is protecting minority shareholders from being forced to accept whatever price a new controller feels like offering. OJK sets a floor: the tender price cannot be lower than the higher of two numbers, the average of the stock's highest daily trading price on the exchange over the 90 calendar days before the acquisition was announced, or the price the new controller actually paid to acquire control in the first place. If the stock barely traded or was suspended during that 90-day window, the reference period extends back to 12 months instead.
max(90-day average of daily highs, price paid to acquire control)
In MITI's case, Inti Bina Utama's tender offer covered up to 573,544,071 shares, about 16.20% of MITI's paid-up capital, the portion still held by the public, backed by roughly Rp99.509 billion set aside to pay for them (IDNFinancials). After the offer closed, Inti Bina Utama's own stake rose to about 31.91% (IPOTNews), meaning most public shareholders chose to keep their stock rather than sell into the offer, exactly the kind of free choice the rule is designed to preserve.
A mandatory tender offer runs for 30 calendar days, starting the day after the offer is announced. Once that window closes, the new controller has up to 12 more calendar days to actually pay every shareholder who tendered their shares (via WebSearch synthesis of POJK 9/2018). That's roughly six weeks, start to cash in hand, a fixed process a minority shareholder can actually plan around rather than an open-ended negotiation.
The rule carves out a handful of specific exceptions, mainly so it doesn't apply twice over to the same shares. A new controller does not have to make the offer to: the seller it bought the controlling stake from, another shareholder who already received the same offer terms separately, a shareholder covered by a simultaneous tender offer on the same stock, the company's existing "Pemegang Saham Utama" (Main Shareholder), or another existing controller of the same company (via WebSearch synthesis of POJK 9/2018). Skipping the offer without one of these exceptions applying is not a minor paperwork miss: OJK's Article 33 gives it a full ladder of sanctions for a violation, from a written warning and fines up to freezing business activity or cancelling the approvals the deal relied on.
It's worth keeping this separate from two other IDX mechanisms with similar-sounding effects. A share buyback is the company itself repurchasing its own stock, no change of controller involved. Delisting is the company leaving the exchange entirely, which follows its own separate process. A mandatory tender offer is neither: the company keeps trading on IDX exactly as before, only the identity of its controlling shareholder has changed, and existing shareholders simply get a guaranteed, priced exit option if they want to take it.
A mandatory tender offer is public information the moment it's announced, and it's specific to one stock at a time, not a market-wide event. NetWort's Market page carries a live news feed alongside the IDX sector heatmap, so if a stock you hold or follow shows up in a takeover headline, you can check what's actually been announced and whether a tender offer is part of it, rather than guessing from the price move alone.