Ultrajaya Plans $916M Mega Rights Issue to Clear the Way for a Dutch Dairy Takeover

JAKARTA, Investortrust.id — Jakarta-listed dairy and beverage powerhouse PT Ultrajaya Milk Industry & Trading Company Tbk (ULTJ) is preparing an enormous rights issue worth up to Rp 14.57 trillion ($916.35 million) to acquire 100% of dairy producer PT Frisian Flag Indonesia (FFI).

The company disclosed in an official filing that it will execute its fourth preemptive rights issue (PMHMETD IV) by issuing up to 7,878,669,985 new shares from portfolio stock. Each share carries a par value of Rp 50 ($0.0031) and an execution price of Rp 2,150 ($0.14) per share.

The colossal transaction represents a structural combination that merges two of Southeast Asia’s most established dairy platforms under a single publicly traded entity. The deal effectively reshapes the domestic consumer landscape while ceding strategic command of the combined business to Dutch dairy multinational FrieslandCampina.

The Dutch Are Coming

Under the transaction plan, founding and substantial shareholders will transfer all of their allocated subscription rights to three overseas holding entities affiliated with the Dutch group: FrieslandCampina International Holding B.V. (FCIH), BWG, and BWI.

Ultrajaya's primary controlling entity, SPW, which holds 5.53 billion shares or a 53.17% stake, will reassign its entitlement of 4.19 billion rights. Fellow major shareholders PPP, SAP, SUP, NIS, and LIM will likewise renounce their total combined rights of roughly 2.59 billion shares.

In aggregate, the renounced entitlements will be redistributed to FCIH for 5.29 billion rights, BWG for 1.15 billion rights, and BWI for 338.84 million rights.

The three transferee entities will settle their rights entirely through a non-cash in-kind contribution (inbreng) of 24,440 shares in Frisian Flag Indonesia, representing 100% of the manufacturer's issued and paid-up capital.

Specifically, FCIH will deposit 19,084 shares representing a 78.09% stake, BWG will inject 4,134 shares representing 16.91%, and BWI will contribute 1,222 shares representing 5.00%.

To execute the non-cash asset exchange, Ultrajaya will issue 6,776,742,153 new shares directly to the FrieslandCampina vehicles, valuing the asset injection at Rp 14.57 trillion ($916.35 million).

Roughly 86.01% of the total rights issue proceed value will cover the full in-kind acquisition of Frisian Flag Indonesia. The remaining portion, generated from any separate cash subscriptions, will be allocated to working capital needs such as raw material procurement, direct labor, maintenance, repairs, and facility power.

Combined Force

The planned consolidation unites complementary distribution and manufacturing networks across Java. Ultrajaya commands roughly 30% of the national liquid milk market alongside brands like Ultra Milk and Teh Kotak, while Frisian Flag holds an estimated 20% liquid milk share alongside commanding footprints in sweetened condensed milk and milk powder.

The transaction will also integrate FrieslandCampina's €257 million ($287.84 million) state-of-the-art Cikarang production facility, launched in 2024 with a design capacity of up to 1 billion kilograms (1.10 million short tons) of dairy products annually.

The new shares will list on the Indonesia Stock Exchange (BEI) in compliance with current listing guidelines, carrying equal voting and dividend rights with all existing common equity.

Ultrajaya will seek formal shareholder approval for the capital hike and corporate takeover during an extraordinary general meeting of shareholders (EGMS) convened on Oct. 27, 2026.

Following shareholder consent, the company will submit its formal registration statement to the Financial Services Authority (OJK), with the transaction required to take effect within a 12-month regulatory window.