Bambang Pamungkas
Jakarta, Indonesia – PT Organon Pharma Indonesia Tbk (SCPI), a prominent pharmaceutical issuer on the Indonesia Stock Exchange (IDX), has officially announced a Voluntary Tender Offer (VTO) as a crucial step towards its long-anticipated plan to go private and delist its shares from the bourse. This move, if approved, would mark the culmination of a process that has spanned over a decade, aiming to consolidate control under its main shareholder, Organon LLC. The proposed delisting is scheduled for approval at an Extraordinary General Meeting of Shareholders (EGM) set for Tuesday, June 23, 2026.
The Latest Bid to Go Private: Details of the Tender Offer
According to a disclosure filed by SCPI’s management, Organon LLC, the ultimate controlling shareholder, intends to acquire all publicly held shares through this voluntary tender offer mechanism. The offer price has been set at a significant premium, at IDR 100,000 per share. This figure stands in stark contrast to the stock’s recent trading history, being substantially higher than the average highest daily trading price over the past 12 months prior to its suspension, which was IDR 32,063 per share. It also dwarfs the last recorded trading price of IDR 29,000 per share before its suspension on February 1, 2013. This substantial premium is a common strategy employed in go-private transactions to incentivize public shareholders to tender their shares and ensure the success of the delisting.
For public shareholders who have seen their investments frozen due to the prolonged suspension, this offer presents a clear exit opportunity, potentially at a valuation they might not have otherwise achieved in the open market, given the illiquidity and the company’s historical trading patterns. The offer aims to provide a fair and attractive price, reflecting the intrinsic value of the shares as determined by the controlling shareholder, while also compensating for the extended period of non-tradability.
A Decades-Long Saga: SCPI’s Journey Towards Delisting
The current tender offer is not SCPI’s first attempt to exit the public market. The company’s intention to delist voluntarily dates back to March 22, 2013, when the initial announcement was made. This initiated a complex and protracted process, which has seen several hurdles and delays. The initial delisting plan, however, never fully materialized, leaving the company’s shares in a suspended state for an extended period.
The saga began in earnest when SCPI’s shares were officially halted from trading (suspended) on February 1, 2013, with the last traded price at IDR 29,000 per share. The suspension, initially intended to facilitate the delisting process, instead became a long-term fixture, creating a challenging situation for public shareholders who were unable to divest their holdings.
In an effort to complete the delisting, SCPI conducted a previous tender offer between December 3, 2018, and January 3, 2019. During this period, the company again offered IDR 100,000 per share, the same price as the current proposal. However, that tender offer ultimately failed to achieve its objective. Out of an estimated 46,464 public shares held by 471 parties at the time, only 2,800 shares were successfully bought back. This meager success meant that 43,664 shares remained in public hands, owned by 440 parties, preventing the company from meeting the regulatory threshold for delisting. The failure underscored the challenges of consolidating minority shareholdings, even with a seemingly attractive offer price.
Impact of Corporate Restructuring: The Spin-Off
Further complicating the ownership structure, the parent company in the United States underwent a significant corporate restructuring. It executed a spin-off, transferring its shares to a new subsidiary, Organon & Co. This strategic maneuver had an indirect but profound impact on SCPI’s public float. As a result of this global corporate realignment, the percentage of shares held by the public in SCPI significantly decreased, shrinking to a mere 1.21% of the total outstanding shares. This reduction in public float, while not directly a result of a tender offer, makes the current delisting attempt far more feasible, as Organon LLC now needs to acquire a much smaller number of shares to achieve 100% ownership and meet delisting requirements.
To put this into perspective, if the initial public float was 10.8% and the company’s total shares were approximately 3.6 million shares (implied by the original IDR 38.91 billion cost for 10.8% at IDR 100,000 per share), then 1.21% of shares would represent roughly 43,593 shares. At IDR 100,000 per share, the cost for Organon LLC to acquire these remaining public shares would be approximately IDR 4.36 billion (or around USD 275,000 at current exchange rates), a substantially lower financial outlay compared to the original estimated cost of IDR 38.91 billion for the larger public float. This makes the current tender offer a much more financially manageable proposition for the controlling shareholder.
Regulatory Framework and Shareholder Protection in Indonesia
Under Indonesian capital market regulations, specifically those governed by the Financial Services Authority (OJK) and the Indonesia Stock Exchange (IDX), a voluntary delisting process requires strict adherence to rules designed to protect minority shareholders. Key among these rules is the requirement for approval at an Extraordinary General Meeting of Shareholders (EGM). For a delisting resolution to pass, it typically requires the approval of a supermajority of shareholders, often excluding the votes of the controlling shareholder and its affiliates, to ensure that public shareholders have a genuine say in the decision.
Furthermore, the regulations mandate that the controlling shareholder must purchase all shares held by public shareholders at a fair price. The determination of a "fair price" often involves independent appraisals and is usually set at a premium to the market price to compensate public shareholders for the loss of liquidity and future potential growth as a publicly traded entity. The IDR 100,000 offer price, significantly higher than the last traded price and the 12-month average before suspension, appears to align with this principle, offering a substantial premium to entice shareholders.
The IDX’s role in this process is to ensure transparency, fairness, and compliance with listing rules. The exchange will scrutinize the tender offer process, the EGM results, and the overall execution of the delisting to safeguard market integrity and investor interests.
Rationale for Going Private: Strategic Imperatives
Companies choose to go private for a variety of strategic reasons, and Organon LLC’s decision for SCPI likely stems from several factors.
- Increased Strategic Flexibility: As a private entity, SCPI would no longer be subjected to the quarterly earnings pressure and public scrutiny that comes with being listed. This allows management to focus on long-term strategic goals, investments, and operational changes without immediate market reactions or the need to meet short-term financial targets.
- Reduced Regulatory Burden and Costs: Public companies incur significant costs associated with regulatory compliance, financial reporting, auditing, and investor relations. By going private, SCPI can significantly reduce these administrative overheads, freeing up resources for core business activities.
- Consolidation and Integration: For Organon LLC, taking SCPI private enables tighter integration of its Indonesian operations with its global strategy. It simplifies decision-making processes and eliminates potential conflicts of interest between the parent company’s global objectives and SCPI’s public shareholder obligations.
- Low Public Float and Liquidity: With the public float already reduced to a mere 1.21%, the benefits of being a publicly listed company – such as access to capital markets and enhanced public profile – are largely diminished. The shares have been suspended for over a decade, indicating a complete lack of liquidity and market functionality. Delisting would simply formalize this reality.
- Undervaluation (Perceived): While the market price was IDR 29,000, Organon LLC’s consistent offer of IDR 100,000 suggests a belief that the public market has undervalued SCPI’s true potential or assets. Going private allows the parent company to capture this perceived intrinsic value for itself.
Implications for Public Shareholders and the Market
For the remaining public shareholders of SCPI, the VTO at IDR 100,000 per share represents a significant opportunity. Given the shares have been suspended for over eleven years, their investment has been illiquid and untradable. The offer price provides a substantial premium over the last traded price, offering a clear and definitive exit. While some shareholders might have held out for an even higher valuation or for the resumption of trading, the prolonged suspension and the current low public float suggest that market re-entry is highly unlikely. The VTO, therefore, becomes the most practical and potentially lucrative way to realize their investment.
From a broader market perspective, the delisting of SCPI, while notable due to its long history, is unlikely to have a significant impact on the overall Indonesian stock market. The company’s small public float and long suspension meant it had minimal influence on market indices or investor sentiment. However, it serves as a reminder of the importance of robust regulatory frameworks in managing delistings and protecting minority shareholder rights in such scenarios. The OJK and IDX will continue to monitor the process to ensure that the interests of all stakeholders are adequately addressed.
Outlook for SCPI as a Private Entity
Should the delisting be approved and successfully executed by June 2026, PT Organon Pharma Indonesia will transition into a fully private subsidiary of Organon LLC. This shift is expected to allow the company greater operational freedom and flexibility, enabling it to align more closely with the global strategies and R&D initiatives of its parent company, Organon & Co. As a private entity, SCPI can make long-term investments in product development, market expansion, and operational efficiencies without the constant pressure of public market expectations.
The pharmaceutical sector in Indonesia remains a vital and growing industry, driven by a large population, increasing healthcare awareness, and government initiatives to expand health coverage. As a private entity, SCPI can continue to play a significant role in this market, focusing on its core strengths and leveraging the resources and expertise of its international parent. The delisting marks the end of one chapter for PT Organon Pharma Indonesia as a public company, and the beginning of another as a fully integrated part of a global pharmaceutical enterprise, poised for strategic growth under private ownership.
The upcoming EGM on June 23, 2026, will be a pivotal moment, determining whether this long-running delisting saga finally reaches its conclusion, providing a definitive resolution for both the company and its remaining public shareholders.
