Komori
M&A and Subsidiary Changes1802OBAYASHI CORPORATIONConstruction and Materials

Regarding the Acquisition of Shares in Indonesian Expressway Operator PT JTD JAYA PRATAMA and Related Matters

Obayashi Corporation plans to acquire newly issued shares in Indonesian toll road operator PT JTD JAYA PRATAMA in two stages through a local entity to be established through a joint investment, ultimately holding a 48.8% stake and making JTD JAYA PRATAMA an equity-method affiliate. In addition, it will establish the local entity PT Obayashi Concession Indonesia and dispatch directors to JTD JAYA PRATAMA.

Worth reading
51Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
2130
¥100 million (total project cost for the toll road business)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of Shares in JTD JAYA PRATAMA, etc.
CounterpartyPT JTD JAYA PRATAMA (issuer of the new shares), Jaya Obayashi (joint investor)
Disclosing companyOBAYASHI CORPORATION
PT JTD JAYA PRATAMAVoting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Toll road concession business in Jakarta

Location Special Capital Region of Jakarta, IndonesiaShare capital IDR 5.12 trillion (approximately ¥47.6 billion)Date of incorporation March 2015
Net SalesIDR 106,454 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceFirst acquisition: IDR 733 billion (approximately ¥6.8 billion); second acquisition: IDR 4.1466 trillion (approximately ¥38.5 billion)
Funding arrangementsOCI will be established through a joint investment by the Company and Jaya Obayashi, an overseas subsidiary of the Company. The specific method of financing the acquisition is Not disclosed
Impact on Business Performance

The impact of this transaction on consolidated results for the fiscal year ending March 2027 is immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionThe first acquisition is subject to approval by the Indonesian administrative authorities, while the second acquisition is subject to the completion of land acquisition by the Indonesian government.
Management structure after acquisitionThe Company plans to dispatch directors to JTD JAYA PRATAMA. The Obayashi Group also plans to share with JTD JAYA PRATAMA the expertise developed through its domestic and overseas construction operations.
This transaction
ItemDetails
Transaction nameAcquisition of Shares in JTD JAYA PRATAMA, etc.
Counterparty namePT JTD JAYA PRATAMA (issuer of the new shares), Jaya Obayashi (joint investor)
Name of the Subject CompanyPT JTD JAYA PRATAMA
Business Description of the Subject CompanyToll road concession business in Jakarta
Location of the Subject CompanySpecial Capital Region of Jakarta, Indonesia
Capital Stock of the Subject CompanyIDR 5.12 trillion (approximately ¥47.6 billion)
Date of Establishment of the Subject CompanyMarch 2015
Net Sales of the Subject CompanyIDR 106,454 million (fiscal year ended December 2025)
Acquisition priceFirst acquisition: IDR 733 billion (approximately ¥6.8 billion); second acquisition: IDR 4.1466 trillion (approximately ¥38.5 billion)
Voting rights ownership percentageAfter 12.5% (after the first share acquisition); 48.8% (after the second share acquisition) (before not disclosed)
Funding arrangementsOCI will be established through a joint investment by the Company and Jaya Obayashi, an overseas subsidiary of the Company. The specific method of financing the acquisition is Not disclosed
Impact on Business PerformanceThe impact of this transaction on consolidated results for the fiscal year ending March 2027 is immaterial.
Date of board resolution13 May 2026
Contract Date25 August 2026
Execution Date / Effective DateFirst acquisition: 14 September 2026 (scheduled); second acquisition: December 2027 (scheduled)
Conditions Precedent to ExecutionThe first acquisition is subject to approval by the Indonesian administrative authorities, while the second acquisition is subject to the completion of land acquisition by the Indonesian government.
Management structure after acquisitionThe Company plans to dispatch directors to JTD JAYA PRATAMA. The Obayashi Group also plans to share with JTD JAYA PRATAMA the expertise developed through its domestic and overseas construction operations.
Items this document does not state (15)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The purpose is to expand the business portfolio in high-growth market segments by advancing initiatives in PPP and concession businesses in line with the medium-term management plan. It also aims to drive growth and strengthen the profitability of the concession business by sharing with JTD JAYA PRATAMA the expertise developed through domestic and overseas construction operations.

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Regarding the Acquisition of Shares in Indonesian Expressway Operator PT JTD JAYA PRATAMA and Related Matters | OBAYASHI CORPORATION (1802) timely disclosure | Komori