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ANTECEDENTS TO MERGER VIEWED FROM COMPANY
PERFORMANCE IN THE MERGER PROCESS
Ayu Komala Dewi, Yoyo Arifardhani, Dedi Irawan
Faculty of Law, Universitas Pancasila, Indonesia
Faculty of Economic and Business, Universitas Pancasila, Indonesia
Email: ayud[email protected], arifardhan[email protected], [email protected]m
Abstract
Merger is one way that can be done by State-Owned Enterprises (BUMN) to achieve business growth. Mergers
of state-owned companies will have a major impact on the national economy because state-owned companies
have an important role in supporting national development. This article aims to conduct a legal analysis
regarding the merger of two companies under the control of the Indonesian Ministry of State-Owned
Enterprises (Ministry of BUMN). This study took a sample of the business combinations that were carried out
between the Perum DAMRI and the Djakarta Transportation Company (Perum PPD). The analysis carried out is
from the legal and taxation aspects by considering the company's post-merger financial performance. The
research found that referring to the applicable regulations, the merger of two state-owned companies will have
several implications that must be mitigated by the post-merger companies.
Keywords
:
Merger, Public Corporation, Taxation, Financial Performance.
INTRODUCTION
In order to increase the competitiveness and support capacity of Indonesia State-Owned
Enterprises (BUMN) companies for the national economy, the Indonesian Ministry of State-
Owned Enterprises (Ministry of BUMN) has encouraged BUMN companies to carry out
mergers, both vertically and horizontally (Li, Cui, & Lu, 2018). This push was strengthened
by the Covid-19 pandemic which demanded new arrangements in the business ecosystem,
including state-owned business entities through the Ministry of BUMN. The Ministry of
BUMN will focus on mergers, there will be 11 companies that will be merged. Currently
there are 41 companies operating in 12 clusters. The plan will be cut to 30 companies by
combining companies engaged in similar fields. This is believed by the Minister of BUMN to
reduce competition between BUMNs in the same industrial sector, as well as increase the
competitiveness of BUMN companies in related industries (Haendra, Maarif, Affandi, &
Sukmawati, 2021).
One of the business merger corporate actions that took place in the 2022-2023 period
was between the Perum DAMRI and the Djakarta Transportation Company (Perum PPD),
two companies engaged in land transportation. This merger is the first time that two entities
in the form of Perum have merged (HERMANTO, 2011).
Perum DAMRI was established during the Japanese colonial period, consisting of two
different companies Jawa Unyu Zigyosha (freight transportation) and Zidosha Sokyoko
(passenger transportation) (Istianto et al., 2019). After Indonesia's independence, the two
joined based on the Decree of the Minister of Transportation of the Republic of Indonesia No.
01/DAM/46. In 1961 it switched to become the General Management Board of the State
Enterprises (BPUPN) based on PP no. 233 of 1961 was last changed to DAMRI Public
Company (Perum) based on Government Regulation Number 31 of 2002 (Gunawan
Nachrawi, 2021). Meanwhile, Perum PPD is a road transportation company that became a
Injuruty: Interdiciplinary Journal and Humanity
Volume 2, Number 3, March 2023
e-ISSN: 2963-4113 and p-ISSN: 2963-3397
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pioneer in the development of buses in Jakarta, which started with public transportation in
1920.
Globally, the growth trend of the road transport sector is driven by four main trends,
namely (Saragih, Hartati, & Fauzi, 2020):
1. Increasing urbanization;
2. Digitizing the end-to-end process of passenger transportation;
3. Optimizing transportation connectivity through multi-modal integration; And
4. Implementation and development of land transportation sustainability.
Nationally, the growth of the road transportation sector is also predicted to continue to
increase. It is predicted that the number of road transport passenger trips will reach a total of
1.2 billion trips in 2024 with a predicted revenue growth of 7.0% from 2019-2024(Jaya,
2021). In addition, growth is also supported by the government's RPJMN 2020-2024 in the
form of construction of 2500 km of national toll roads, construction of 10 international
airports by 2024. Growth in the road transportation sector which is projected to continue to
increase is also faced with challenges that have the potential to hinder this growth. There are
three main challenges, namely (Paminto, 2020);
1. Fulfillment of standardization of land transportation that has not been optimal;
2. Relatively low multi-modal accessibility & integration, as well
3. Fierce competition in a fragmented market.
To face these challenges, transformation of BUMN is needed through synergy and
integration which can simultaneously maximize opportunities and develop road
transportation so that it can contribute optimally to the national economy. On this basis,
Perum DAMRI and Perum PPD took a corporate action in the form of a business merger.
Corporate action is an action taken by a company that has an impact on the company's
structure. The corporate action taken in this case is a business combination or merger. The
literature describes a merger as a process of diffusion or merging of two or more companies
with one of them still standing with the name of the company while the other disappears with
all its names and assets included in the company that still stands.
In accordance with the provisions in Article 63 paragraph (1) of Law no. 19 of 2003
concerning State Owned Enterprises as amended by Law No. 11 of 2020 concerning Job
Creation (UU 19/2003), the merger of a BUMN can be carried out with another existing
BUMN. The elucidation of Article 63 paragraph (1) confirms that the merger of BUMN
(Persero and Perum) can be carried out without prior liquidation. With this merger, the
Persero or Perum that merged themselves disbanded. Issuance of a government regulation on
mergers is an effective condition for the merger of BUMNs.
This company merger or merger can be carried out by any type of company, including
BUMN (Esterlina, Firdausi, Esterlina, & Firdausi, 2017). Another opinion states that a
merger is a merger of two or more companies by maintaining the existence of one company
and liquidating other companies. Merger is the absorption of a company by another company.
Mergers are carried out with the aim of increasing the efficiency and performance of the
company, obtaining new markets or customers owned by the company that is the object of the
merger, investing in excess and unused (idle) company finances, reducing or inhibiting
competition and maintaining business continuity. Mergers have several advantages, namely
being able to use the name of the company that took over, lower costs and no new business
license required.
The merger of Perum DAMRI and Perum PPD will result in the consequence of the
transfer of all assets including assets in the form of land and/or buildings and vehicles owned
by each entity (Andriyanto & Metalia, 2010). When the business integration process of
Perum DAMRI and Perum PPD takes place, the Perum DAMRI entity acting as the surviving
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entity will receive the transfer of land and/or building assets and vehicles from Perum PPD as
a non- surviving entity.
In the context of taxation, the transfer of assets in the form of land and/or buildings
carried out by this non-surviving entity will have direct implications for the surviving entity's
obligations to bear costs related to Land and Building Rights Acquisition Fees (BPHTB)
based on regional taxes in accordance with the mandate of the Law. Law Number 21 of 1997
as amended by Law Number 20 of 2000 concerning Fees for Acquisition of Land and
Building Rights and Law of Regional Taxes & Regional Retribution Number 28 of 2009 with
changes to the Job Creation Law Number 11 of 2020. On paper, the costs that will be charged
to each entity for this process are quite significant. The situation is getting more aggravating
because the two entities are currently recovering due to the impact of the Covid-19 pandemic
which has caused significant losses and decreased performance of the two Perums.
The financial performance of Perum DAMRI and Perum PPD actually had an
increasing trend in the 2017-2019 period before being hit by the Covid-19 Pandemic in 2020.
Operating income experienced a significant decline in 2020, and began to experience
improvement in 2021.
METHOD RESEARCH
The type of research used in this study is normative juridical. Normative juridical
research is a legal research conducted by conducting research based on literature or also
called secondary data. In this normative juridical research, law is designed in accordance with
what has been written in laws and regulations (law in books) or law is conceptualized as a
rule or norm which is a human benchmark in behaving in an environment that is considered
appropriate. In connection with the type of research used, namely normative juridical, this
research uses the perspective and statutory approach.
RESULT AND DISCUSSION
Business Merger for State-Owned Company
In accordance with the provisions in Article 63 paragraph (1) of Law no. 19 of 2003
concerning State Owned Enterprises as amended by Law no. 11 of 2020 concerning Job
Creation (UU 19/2003), merging a BUMN can be done with another existing BUMN.
Explanation of Article 63 paragraph (1) confirms that the merger of BUMN (Persero and
Perum) can be carried out without prior liquidation and with the existence of the merger.
Issuance of a government regulation on mergers is an effective condition for the merger of
BUMNs.
Further provisions regarding the merger of SOEs are regulated in Government
Regulation no. 43 of 2005 concerning Mergers, Consolidations, Acquisitions and Changes in
Legal Entity Forms of State-Owned Enterprises (PP 43/2005) (Hapsari, 2018). The definition
of merger is regulated in Article 1 number 4 PP 43/2005 which reads as follows:
"A merger is a legal action taken by one BUMN or more to merge with another existing
BUMN and then the BUMN that merges becomes disbanded."
The aims and objectives of the merger of BUMN based on Article 2 PP 43/2005 are to
achieve the following objectives:
1. Increasing efficiency, transparency and professionalism in order to make SOEs healthy;
2. Improve the performance and value of BUMN;
3. Provide optimal benefits to the state in the form of dividends and taxes; And
4. Produce products and services with quality and competitive prices to consumers.
The merger of BUMN is subject to the conditions for the merger of BUMN which are
regulated in PP 43/2005 as follows:
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1. The merger of BUMN is carried out without prior liquidation based on Article 3 PP
43/2005;
2. The merger of BUMN is stipulated by PP based on Article 4 PP 43/2005;
3. The merger of BUMN is carried out with the condition that the merger is carried out
between Perum and other Perum, or Persero and other Persero based on Article 5 letter (a)
PP 43/2005;
4. The merger of BUMN can only be carried out with the approval of the GMS for Persero
and the approval of the Minister for Perum based on Article 6 PP 43/2005;
5. The merger of BUMN is carried out by taking into account the matters regulated in Article
7 PP 43/2005, namely:
a. The interests of the Persero and/or Perum concerned, minority shareholders and
employees of the Persero and/or Perum concerned;
b. The principle of fair business competition and the principle of public interest; And
c. Taking into account the interests of creditors.
The procedures for the merger by Perum DAMRI and Perum PPD based on PP 43/2005
are (Atikah, Maimunah, & Zainuddin, 2021):
1. Merger of BUMN is proposed by the Minister to the President along with the basic
considerations after being reviewed together with the Minister of Finance.
2. The Board of Directors of the Public Corporation which will carry out the Merger prepares
the Merger Plan.
3. The Merger Plan as referred to above is signed by the Board of Directors and the
Supervisory Board of the Perum that will carry out the merger.
4. After the Merger Plan is approved, the Perum must make a Summary of the Merger Plan
which must be announced by the Directors of the Perum that will merge in at least 1 (one)
newspaper and announced in writing to Perum employees who will carry out the Merger
no later than 7 (seven) days after the Merger Plan is signed.
5. The announcement as referred to above also contains notification that interested parties
can obtain the Merger Plan at the Perum head office starting from the date of the
announcement.
6. Creditors can submit objections to the Directors of the Public Corporation which will carry
out the merger no later than 14 (fourteen) days after the announcement.
7. The Merger Plan must be submitted to the Minister for approval no later than 30 (thirty)
days from the date of the announcement.
8. The Minister's approval of the Merger Plan as referred to above is given if the Merger Plan
is in accordance with the results of the study and there are no objections from creditors or
creditors' objections have been resolved.
9. In the event that the Minister approves the Merger Plan, the Minister proposes a draft
government regulation regarding Perum Merger to the President no later than 14
(fourteen) days from the date of approval of the Merger Plan by the Minister.
10. Merger comes into force from the date of entry into force of government regulations
regarding Public Corporation Mergers.
11. The Board of Directors of the Public Corporation resulting from the Merger or
Consolidation must announce the results of the Merger or Consolidation in at least 1 (one)
newspaper no later than 30 (thirty) days from the effective date of the Merger or
Consolidation.
Explanation of Article 16 PP 43/2005 explains that what is meant by "days" in PP
43/2005 is working days.
Based on Article 12 PP 43/2005 the Merger Plan contains at least:
1. The name and domicile of the Perum that will carry out the Merger;
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2. The reasons and explanations from the Directors of the Public Corporation who will carry
out the Merger and the conditions for the Merger;
3. Draft changes to the articles of association of Perum resulting from the Merger;
4. Balance sheet, profit and loss calculation covering the last 3 (three) financial years of the
Perum that will carry out the Merger; And
5. Matters that need to be known by the Minister, among others:
a. The pro forma balance sheet of the Perum resulting from the Merger in accordance with
financial accounting standards, as well as estimates regarding halal relating to profits
and losses as well as the future of the Perum that can be obtained from the Merger
based on the results of an independent expert's assessment;
b. How to resolve the status of employees who will merge;
c. How to settle the rights and obligations of Perum towards third parties;
d. Composition, salary and other benefits for the Board of Directors and Supervisory
Board resulting from the Merger;
e. Estimated timeframe for implementing the merger;
f. Report on the condition and running of Perum and the results that have been achieved;
g. The main activities of Perum and its changes during the current financial year;
h. Details of problems that have arisen during the current financial year that affect Perum
activities;
i. Names of members of the Board of Directors and members of the Perum Supervisory
Board; And
j. Salary and other allowances for members of the Board of Directors and members of the
Perum Supervisory Board.
Impact of Business Merger on Fixed Assets
The merger of Perum DAMRI and Perum PPD will result in the consequence of the
transfer of all assets including assets in the form of land and/or buildings and vehicles owned
by each entity. When the business integration process of Perum DAMRI and Perum PPD
takes place, Perum DAMRI which is decided as the surviving entity will receive the transfer
of land and/or building assets and vehicles from Perum PPD as a non- surviving entity.
In the context of taxation, the transfer of assets in the form of land and/or buildings
carried out by this non- surviving entity will have direct implications for the surviving entity's
obligation to bear costs related to Land and Building Rights Acquisition Fees (BPHTB) based
on local taxes in accordance with the mandate of the Law Law Number 21 of 1997 as
amended by Law Number 20 of 2000 concerning Fees for Acquisition of Rights to Land and
Buildings and the Law on Regional Taxes & Regional Retribution Number 28 of 2009 with
changes to the Job Creation Law Number 11 of 2020.
The summary of the aspects of BPHTB collection which are the obligation of the
surviving entity can be presented in the table below.
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Figure 1. Table of BPHTB Covered by Surviving Entities Post-Merger
Table 1. Table of Integration Analysis of Perum DAMRI and Perum PPD
Description
Information
Analysis of the Integration Project of Perum
DAMRI and Perum PPD
Aspects of Collection
Object of BPHTB
Acquisition of land and/or building
rights
Transfer of land and/or building rights due to
business merger
Subject of
BPHTB
Individuals or Entities who obtain
rights over land and or buildings
Perum DAMRI as a surviving entity that
obtains land and/or building rights from
Perum PPD
Basic of Impsition
BPHTB
Acquisition value of land and/or
building rights
In the case of a business merger, the market
value is unknown, or it is lower than the
NJOP PBB, then the tax base used is the
NJOP PBB.
Acquisition Value
of Non-Taxable
Objects
(NPOPTKP)
Set regionally at most IDR
60,000,000 (sixty million rupiah)
Based on the BPHTB Perda sampling at each
PPD asset location, the amount of NPOPTKP
is set at IDR 60,000,000 (sixty million
rupiah)
Rates of BPTHB
The tariff is set at 5% (five
percent) of the acquisition value of
land and/or building rights
Tariff is set at 5% (five percent) of the market
value/NJOP PBB (whichever is higher)
When owed
BPHTB
Article 9 Law Number 20 Years
2000 and Article 90 of Law
Number
28 of 2009
For a business merger, it is from the date the
deed is drawn up and signed
Place of debt
BPHTB
Regency / city area which includes
the location of land and or
buildings
Regency / city area which includes the
location of land and or buildings within the
scope of Perum DAMRI and Perum PPD
Procedures
Payment BPHTB
Taxpayers make BPHTB payments
through Regional Tax Deposits in
accordance with the respective
Regional Regulations at the
district/city level (self-assessment)
Surviving companies make BPHTB payments
directly by using the Regional Tax Deposit
Letter (SSPD) facility following the
provisions of the Regional Regulations of
each district/city according to the location of
the assets covered
In line with the purpose of the merger of Perum PPD and Perum DAMRI to be able to
create value (value creation) in the future, there are consequences for the emergence of a
merger tax as a cost that must be incurred by each entity in the context of a business merger
including BPHTB costs which will become an obligation for Perum DAMRI as the surviving
entities. Based on the BPHTB calculations described in the table above, it shows that the
estimated amount of BPHTB costs that must be borne and paid by Perum DAMRI as a
surviving entity is in the range of IDR 55.417 billion. Based on the calculation above, the
application of tariffs below 5%, must apply for incentives to the local Regional Government
in accordance with the respective Regional Regulations or Mayor Regulations.
Tax Implications for Members of Other Entities
The merger of Perum DAMRI and Perum PPD will also have consequences for the
Perum PPD entity acting as a non-surviving entity that will transfer assets to Perum DAMRI
as a surviving entity with the following explanation:
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Aspects of Final Income Tax on the Transfer of Land and/or Building Rights
Based on the provisions of Government Regulation Number 34 of 2016 concerning
Income Tax on Income from the Transfer of Rights to Land and/or Buildings, and Contracts
for Sale and Purchase of Land and/or Buildings and their Amendments, the obligations of a
non-surviving entity can be described in the following table.
Table 2. Final Income Tax on Transfer of Land and/or Building Rights
Information
Analysis of the Integration Project
of Perum DAMRI and Perum PPD
Income from the transfer of land and/or
building rights received/obtained by the
party transferring the land and/or
building rights
Income received/earned by Perum
PPD as a non-surviving entity that
transfers land and/or building rights to
Perum DAMRI (surviving entity)
Individuals or Entities who earn income
from the transfer of rights over land
and/or buildings
Perum PPD as a non-surviving entity
that earns income from the transfer of
rights over land and/or buildings.
Value of transfer of land and/or building
rights
In the case of a business combination,
market value
The tariff is set at 2.5% (two point five
percent) of the gross amount of the
transfer value of land and/or building
rights
The tariff is set at 2.5% (two point
five percent) of the market value
Final Income Tax payable at the place of
residence of the individual concerned or
the domicile of the entity where the
Annual Income Tax Return of the
Taxpayer concerned is administered
The domicile of Perum PPD as a non-
surviving entity
Individuals/entities who receive/earn
income from the transfer of land and/or
building rights are required to pay their
own Final PPh payable to the
bank/perception post before the deed,
decision, agreement, or minutes of
auction for the transfer of land and/or
building rights is signed by official (self-
assessment)
Perum PPD makes direct Final PPh
payments by using the Tax Payment
Slip facility
Individuals or entities that are required to
deposit Final Income Tax payable
themselves must report income received
or earned and Income Tax that has been
paid in a Tax Period through Notification
Letter of Final Income Tax Period Article
4 paragraph (2), no later than 20 (twenty)
the day after the end of the Tax Period to
the KPP whose working area includes the
residence of the individual or the
domicile of the entity where the Annual
Income Tax Return of the Taxpayer
concerned is administered, for
Perum PPD which is required to pay
its own Final PPh payable must report
the income received/earned in the
Notification Letter of Period Final
Income Tax Article 4 paragraph (2)
no later than 20 days after the Tax
Period ends to the KPP domicile of
Perum PPD.
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Information
Analysis of the Integration Project
of Perum DAMRI and Perum PPD
individuals or entities.
Regulated in PMK-261/2016 Article 3
paragraph (2)
then the transfer of rights over all land
and/or buildings belonging to the
Perum PPD entity may be exempted
from the imposition of Final Income
Tax of 2.5% as long as it has obtained
a SKB Final PPh from the KPP
domicile of Perum PPD (submitting a
written SKB application).
In accordance with the provisions of PMK 52 and last amended by PMK 56 of 2021
there are still opportunities for Perum DAMRI and Perum PPD to take advantage of the use
of book value for tax calculations in the context of the business merger of Perum DAMRI and
Perum PPD. Substantially, there are 5 (five) important points that must be considered by
Perum DAMRI and Perum PPD in terms of fulfilling the following requirements (Andewi,
2020):
1. The business integration project of Perum DAMRI and Perum PPD must be based on
business objectives, namely to create strong business synergies and strengthen the capital
structure and not be carried out for tax evasion (business purpose test).
2. Perum DAMRI and Perum PPD are responsible for ensuring the fulfillment of their
respective tax obligations including all branch entities within them in order to obtain a
Fiscal Certificate.
3. The non surviving and surviving entity business activities must be continued by the
surviving entity for at least 5 (five) years after the effective date of the merger.
4. Assets in the form of fixed assets owned by the surviving entity originating from the
merger are not transferred by the surviving entity for a minimum of 2 (two) years after the
effective date of the merger, unless the transfer is made for the purpose of increasing the
efficiency of the company through a request to the Director General of Taxes within a
maximum period of within 1 (one) month after the transfer of assets. Therefore, it is
necessary to consider the existing provisions in transferring related assets, which are
ensured for the purpose of increasing company efficiency.
Perum DAMRI's financial performance had an increasing trend in the 2017-2019
period before being hit by the Covid-19 pandemic in 2020 (Dede, 2021). As of 2021, Perum
DAMRI's financial performance has begun to increase, however, several items are still
negative indicating that Perum DAMRI's business has not fully improved. During 2018-2021,
Perum DAMRI's business experienced an average annual decline of -12% and the highest
proportion of revenue was owned by the Passenger Transport business. The decline in Perum
DAMRI's revenue has not been balanced by the decline in the company's COGS where the
largest components are personnel expenses and depreciation expenses (Fransiska, 2008).
Perum DAMRI appears to have kept costs down during 2020-2021 to offset the decline in
revenue due to the COVID-19 Pandemic. However, the decline in revenue by an average of -
12% per year has not been offset by a decrease in direct costs by an average of -7% per year.
In line with the loosening of the Community Activity Restrictions (PPKM) policy when the
pandemic started to subside, land transportation routes have also started to stretch. The
performance of Perum DAMRI has also started to increase. The revenue value as of
September 2022 is already higher than the position as of December 2021, where 98% comes
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from transportation revenue. Operating profit showed positive numbers in September 2022
compared to 2021, although it still shows negative numbers. However, based on the draft
position audit report as of September 2022, the company is still experiencing losses.
Tax Aspect
As previously described, Perum PPD acting as a non-surviving entity will bear Final
Income Tax obligations due to the transfer of land and/or building assets to Perum DAMRI as
the surviving entity. Based on the results of the analysis and in-depth study, an estimated
calculation of the amount of Final Income Tax (based on data and information submitted in
2022) is obtained with details in the following table:
Table 3. Table of Final PPh Non-Surviving Entity
No
Entities
Basis of Imposition PPh Final
Rates
Final Income Tax
Payable
Final PPh borne
by non-surviving
entity
(IDR)
(IDR
Triliun)
(IDR)
(IDR)
B
C
D
E = B x D
1
Perum DAMRI
6.547.592.47.125
6,54
2,5%
163.689.823.678
0
2
Perum PPD
1.109.221.290.000
1,109
2,5%
27.739.532.250
27.739.532.250
For this obligation, Perum PPD as a non-surviving entity must carry out a settlement no
later than two years after the effective date of the merger.
CONCLUSION
The merger of road transportation BUMNs has a positive impact on stakeholders such
as the Government/State, the community, and road transportation BUMNs. Benefits for the
Government/State are in the form of increasing national connectivity (strengthening regional
connectivity and accessibility), increasing contribution to state revenues through dividends
and taxes in line with increasing profitability, as well as increasing growth and equity of the
national economy.
From the mapping of the conditions of Perum DAMRI and Perum PPD, the
recommended synergy and integration scheme is the merging of road transportation BUMNs
with one existing company receiving the merger (surviving entity). This scheme is considered
capable of optimizing company competence by integrating services and business capabilities.
The BUMN resulting from the merger will later be directed to become a world-class road
transportation company with superior and sustainable performance by providing quality
services for customers.
In line with the objective of the merger of Perum DAMRI and Perum PPD to be able to
create value (value creation) in the future, there is a consequence of the emergence of a
merger tax as a cost that must be incurred by each entity in the context of a business merger
including BPHTB costs which will become an obligation for Perum DAMRI as surviving
entities. Based on the BPTHB calculations described above, it shows that the estimated
amount of BPHTB costs that must be borne and paid by Perum DAMRI as a surviving entity
is in the range of IDR 55.417 billion. Based on the calculation above, the application of a
tariff below 5% must apply for an incentive to the local Regional Government in accordance
with the respective Regional Regulations or Mayor Regulations.
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Ayu Komala Dewi, Yoyo Arifardhani, Dedi Irawan (2023)
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Injurity - Interdiciplinary Journal and Humanity
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