SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
PT Indosat Tbk.
(Name of Subject Company (Issuer))
Qatar Telecom (Qtel) Q.S.C.
Qatar South East Asia Holding S.P.C.
Indonesia Communications Pte. Ltd.
(Names of Filing Persons (Offeror))
American Depositary Shares, each of which represents fifty (50) Series B Shares,
par value Rp 100 per share
(Title of Class of Securities)
744383100
(CUSIP Number)
Qatar Telecom (Qtel) Q.S.C.
100 West Bay Center
The Corniche
P.O. Box 217
Doha, Qatar
Attention: Michael Hancock, Esq.
+974 4400 400
(Name, address and telephone number of person authorized to receive notices and communications)
Copies to:
Morton A. Pierce, Esq.
Chang-Do Gong, Esq.
Joseph A. Cosentino, Esq.
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York 10019
Telephone: (212) 259-8000
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee** | |
$863,301,674.26 | $33,927.76 |
| * | Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by multiplying (i) 1,314,466,775, which is the maximum number of Series B Shares, par value Rp100 per share (“Series B Shares”), of PT Indosat Tbk. (including Series B Shares underlying American Depositary Shares (“ADSs”) (each of which represents fifty (50) Series B Shares)) to be purchased pursuant to the U.S. Offer for ADSs to which this Schedule TO relates and the concurrent Indonesian Offer for Series B Shares (on a combined basis) by (ii) the offer price of Rp7,388 per Series B Share (Rp369,400 per ADS), as converted into U.S. dollars based on the exchange rate between Indonesian Rupiah and U.S. dollars of Rp11,249 to US$1.00, as reported by Bank Indonesia on January 15, 2009. |
| ** | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, by multiplying the transaction value by 0.00003930. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | $33,927.76 | |
| Form or Registration No.: | Schedule TO-T | |
| Filing Parties: | Qatar Telecom (Qtel) Q.S.C. Qatar South East Asia Holding S.P.C. Indonesia Communications Pte. Ltd. | |
| Date Filed: | January 20, 2009 | |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | Third-party tender offer subject to Rule 14d-1. |
| ¨ | Issuer tender offer subject to Rule 13e-4. |
| ¨ | Going-private transaction subject to Rule 13e-3. |
| x | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| x | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 1 to Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on January 20, 2009 (the “Schedule TO”) by Qatar Telecom (Qtel), a company organized under the laws of Qatar (“Qtel”), Qatar South East Asia Holding S.P.C., a company organized under the laws of Bahrain, a wholly-owned direct subsidiary of Qtel and the parent company of ICLS, and Indonesia Communications Pte. Ltd., a company organized under the laws of Singapore and a wholly-owned indirect subsidiary of Qtel (“ICLS” and, together with Qtel, the “Offeror”). The Schedule TO relates to the U.S. offer by the Offeror to purchase outstanding American Depositary Shares (“ADSs”), each of which represents fifty (50) Series B Shares, par value Rp100 per share (“Series B Shares”), of PT Indosat Tbk., an Indonesian company (“Indosat” or the “Company”), other than ADSs held by Qtel and its affiliates and Series B Shares underlying American Depositary Shares, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase (“Offer to Purchase”) and the related Letter of Transmittal to Tender ADSs (“ADS Letter of Transmittal”) (which, as amended or supplemented from time to time, together constitute the “U.S. Offer”). Concurrently with the U.S. Offer, the Offeror is offering to purchase outstanding Series B Shares, other than Series B Shares held by Qtel and its affiliates, pursuant to an Indonesian offer (the “Indonesian Offer” and, together with the U.S. Offer, the “Offers”). In the aggregate, the Offeror is offering to purchase up to 1,314,466,775 Series B Shares (including Series B Shares underlying ADSs) in the Offers on a combined basis. If more than 1,314,466,775 Series B Shares (including Series B Shares underlying ADSs) are validly tendered and not properly withdrawn as of the expiration of the Offers, the Offeror will purchase up to 1,314,466,775 Series B Shares (including Series B Shares underlying ADSs so validly tendered into the U.S. Offer for ADSs) from tendering holders on a pro rata basis. Payment for ADSs accepted for purchase pursuant to the U.S. Offer will be made in U.S. dollars. This Amendment is being filed on behalf of the Offeror.
The information set forth in the Offer to Purchase, including Schedules I, II and III thereto, is hereby incorporated by reference in answer to Items 1 through 12 of this Amendment, except as otherwise set forth below. This Amendment should be read together with the Schedule TO.
ITEMS 1 THROUGH 11
The Offer to Purchase is hereby amended as follows:
| 1. | In the “Summary Term Sheet,” the first sentence of the paragraph under the question, “When and how will you pay for the ADSs I tender?” on page 6, is hereby amended and restated in its entirety to read as follows: |
“We will pay the purchase price for the ADSs that we accept for purchase, net in cash in U.S. dollars (without interest and subject to any required withholding of taxes), promptly following the expiration of this U.S. Offer, but in any event no later than fifteen (15) days after the expiration of this U.S. Offer in accordance with Indonesian law.”
| 2. | In “Section 1 – Terms of the U.S. Offer; Expiration Date,” the last sentence under the caption “Expiration Date” on page 11 is hereby revised to delete the word “terminate.” |
| 3. | In “Section 2 – Procedures for Tendering ADSs,” the paragraph under the caption “Return of Unpurchased ADSs or Deposited Series B Shares” on page 14 is hereby amended and restated in its entirety to read as follows: |
“If any tendered ADSs or Deposited Series B Shares are not purchased pursuant to this U.S. Offer (including by reason of proration) or are properly withdrawn before the expiration of this U.S. Offer, or if less than all of an ADS holder’s ADSs evidenced by ADRs are tendered, unpurchased ADSs or Deposited Series B Shares will be returned promptly after the expiration of this U.S. Offer or the proper withdrawal of the ADSs or Deposited Series B Shares, as applicable, or, in the case of ADSs tendered by book-entry transfer at the Book-Entry Transfer Facility, the returned ADSs will be credited to the appropriate account maintained by the tendering ADS holder at the Book-Entry Transfer Facility, in each case without expense to the tendering holder.”
| 4. | The heading “Section 13 – Extension of the U.S. Offer; Termination; Amendment” on page 34, and the corresponding item in the Table of Contents, is hereby revised to delete the word “Termination.” |
Item 4 of the Schedule TO is hereby amended and restated in its entirety as follows:
“(a) The following information set forth in the Offer to Purchase is incorporated herein by reference:
| • | Summary Term Sheet; |
| • | Section 1 (“The U.S. Offer — Terms of the U.S. Offer; Expiration Date”); |
| • | Section 2 (“The U.S. Offer — Procedures for Tendering ADSs”); |
| • | Section 3 (“The U.S. Offer — Withdrawal Rights”); |
| • | Section 4 (“The U.S. Offer — Proration; Purchase of ADSs and Payment of Purchase Price”); |
| • | Section 5 (“The U.S. Offer — Material United States Federal Income Tax Consequences”); |
| • | Section 10 (“The U.S. Offer — Interest of Directors and Executive Officers”); |
| • | Section 11 (“The U.S. Offer — Plans for Indosat; Certain Effects of the Offers”); and |
| • | Section 13 (“The U.S. Offer — Extension of the U.S. Offer; Amendment”).” |
| ITEM 12. | EXHIBITS. |
Item 12 of the Schedule TO is hereby amended as follows:
| 1. | Exhibit (a)(1)(ii) is hereby amended by amending and restating in its entirety the second paragraph on page 5 to read as follows: |
“The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, the Offeror may amend the U.S. Offer or may postpone the acceptance for payment of or the payment for ADSs tendered.”
| 2. | Exhibit (a)(1)(ii) is hereby amended by amending and restating in its entirety the second sentence under the heading “4. Partial Tenders” on pages 9 and 10 to read as follows: |
“In such case, a new ADR for the remainder of the ADSs evidenced by the old ADR will be sent to the person(s) signing this ADS Letter of Transmittal, unless otherwise provided in the appropriate box on this ADS Letter of Transmittal, promptly after the expiration of the U.S. Offer.”
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I hereby certify as of February 3, 2009 that the information set forth in this statement is true, complete and correct.
| QATAR TELECOM (QTEL) Q.S.C. | ||||
| By: | /s/ Dr. Nasser Marafih | |||
| Name: | Dr. Nasser Marafih | |||
| Title: | Chief Executive Officer | |||
| QATAR SOUTH EAST ASIA HOLDING S.P.C. | ||||
| By: | /s/ Dr. Nasser Marafih | |||
| Name: | Dr. Nasser Marafih | |||
| Title: | Chief Executive Officer | |||
| INDONESIA COMMUNICATIONS PTE. LTD. | ||||
| By: | /s/ Michael Hancock | |||
| Name: | Michael Hancock | |||
| Title: | Director | |||
