JAPFA ASSETS PASCAMERGER RP8, 37 trillion

BY: Ildayani Idham syam Erma Fatimah Tri wahyunita Dina Diyana Managerial accounting STATE POLYTECHNIC Ujung Pandang School year 2010/2011

FOREWORD
Authors praise pray to Almighty God for the blessings of His Grace and Hidayah to writers of completing the Business Law article titled "Asset Japfa Pascamerger Rp8, 37 Trillion". Tasks assigned to the writer to organize this essay is an imperative for the writer who aims to complete a task, but in this paper perampungan not as easy as imagined. Barriers that block the authors use as a challenge to be more diligent, strong and full of enthusiasm. In addition, the authors recognize that without the support, guidance and prayer from many parties or other assistance in the form of nature moril or material, then this article may not be realized. Therefore, should the writers of this opportunity to express my thanks to the mighty: 1. Dahsan father Hasan SH, MH, as lecturer Business Law course. 2. Father, brothers tongue and no letup authors provide support and prayer as well as in the form of blessing or materil moril in writing this article. 3. Mahasiawa whole State Polytechnic Ujung Pandang or those who participated and helped in the process of writing articles author. Prayer of the writer sent to them, may God Almighty always gives mercy and give them all good. The writer was well aware that in writing this article far from perfection. To that end, let the readers requested that gentleman to give criticism or masuka that writing this paper can further better than ever. Thus this paper stacking writer, may be beneficial for all of us. Amen. 2

Thank you.

Makassar, February 5, 2010

Author

CHAPTER I INTRODUCTION

A. BACKGROUND
In terms of society no longer strangers legal body, which often dilawankan with Personal Loss or human terms, but they are equally as legal subject. In the Dutch legal body called rechtspersoon. In the regulation UnaangUndang meaning there is no limit so-called body of the law. But common sense is recognized by some of the legal body that is all. something that will have the right and duty, able to perform legal acts, could be subject to law, accountable as any man. Legal bodies have rights and obligations, and responsibilities of wealth separate from the individuals. From several sources found some other meaning of the Legal Entity Legal Entity pursuant Maijers is covering all things become advocates of rights and obligations. Is according to Logemann, Legal entity is a personifikatie (personifikaai) that a bestendigheid (embodiment, incarnation) and kewuihan rights, Medium according to E. Utreht, state legal body (rechrtspersoon), that body which, according to law authorities (authorities) be the right endorser, further explained, that body of law is that every pendukun; soulless right, or rather the non-human. Is according to R. Subekti, the principal legal body is a body or a grouping which can have rights and do act like a man, and has a wealth of its own, it can be sued or sue in front of the judge. R. Rochmat SOEMITRO

produce that body of law (rechtspersoon) is a body that has the property, rights and obligations as a private person. Sri Soedewi Maschun erection explain that man is a personal body, it is a single man. Apart from a single human being, can also be given by law to a position as a private body exists, be cited legal body namely of those groups together establish a body (assembly) and wealth groups, the tersendirikan for a particular purpose. In the body HA1 law implementing the rights and obligations represented by the manager according to estimates shown essence. Until the legal acts performed his manager body binding law, is not binding on the manager personally, and that is the ruling body bertanggunhjawab is not the manager personally, all this has been done in accordance with the duties and obligations charged to the budget manager basically.

B. SUMMARY OF THE PROBLEM

1. Why Indonesia's PT Japfa Comfeed merging? 2. What profit earned setelahn Indonesia PT Japfa Comfeed merging?

C. PURPOSE OF REVIEW
1. To find out why Indonesia's PT Japfa Comfeed merging. 2. For what profit is obtained after PT Japfa Comfeed Indonesia merging.

CHAPTER II DISCUSSION

A. LITERATURE REVIEW
1. Meaning of CM Limited Liability Company (PT) in truth is one of the forms of business entity is the federal capital established under the agreement do with the business activities of the whole policy of capital divided into shares, and meets the requirements set forth in the Law (Law no. 40 2007 of Limited Liability Companies). PT differences with other business entity, essentially located in the broad scope and responsibility. In the context Company Limited, managers or shareholders liable only "limited by" the amount of the Shareholders of shares, on the basis of the Company was then settled on the name "Limited", in a sense limited in scope and broad responsibilities. Overall, the PT has the principles as a specialty, as follows: a. Is a federal form of legal entity; b. Is the capital or shares; c. Have separated from the wealth of wealth managers or perseronya; d. Shareholders have a responsibility limited by the amount of shares; e. Availability and job separation function of the Shareholders or the Board of Directors and Managers; f. Commissioners have as Surety Company;

g. Located on the highest authority of the decision or outcome (quorum) of the General Meeting of Shareholders Types and How-How Company Limited (PT): a. Closed Company Limited / PT Closed Closed PT is PT shares his industry can only be accepted by certain people who have been determined and does not accept outside investors indiscriminately. Closed PT PT generally shaped family / relatives and share dikertasnya already written the name of the shareholder and not easily transferred to other people and not easily transferred to other parties. b. Company Limited Open / Public Open MF (tbk) is one type of PT shares their employer can transfer ownership rights to resell diperjual way, and the shares are bought and owned by the public without exception, in accordance with the provisions of applicable legislation in capital markets (including the Rules Rules BAPEPAM). Generally, based on the ownership of shares in PT Open rallies, so no hard sell or buy. c. Domestic Limited Liability Company Domestic PT is a PT who stand up and do activities in the country operasionalnya to follow the rules that occurred in Indonesia. d. Foreign Limited Liability Companies Foreign PT is PT set up in other countries as the rules and laws of the country where PT is established. But the company has

branches in Indonesia, with the condition that they must fulfill conditionalities and regulations in Indonesia. e. PT PMDN PMDN PT or PT in order of Investment Affairs, is the PT that do invest activities to do business in the territory of the Republic of Indonesia, which is done by Domestic Capital Growers using the State Capital. f. PT PMA PT PMA or PT in the framework of Foreign Capital Investment is PT that do use investing activities do business in the territory of the Republic of Indonesia, which is done by the Foreign Capital Grower, either wholly or in use of foreign capital to growers berpatungan Domestic Capital. g. Company Limited by majority Singles PT majority of singles in reality is that almost all of the shares of PT which has issued the majority are owned by one person. Those who control the majority of shares will also serve or served as a Director of the company. Thus the person can be referred to as the owner of the majority power, that control authority and the director of GMS (General Meeting of Shareholders). 2. Establishing conditions PT a. Founders at least 2 people or more. b. Notary Act in Bahasa Indonesia.

c. Every founder should take over the shares, except in order to smelting. d. Establishment Act should be verified by the Minister of Justice (Minister of Justice and Human Rights) and announced in the State Gazette of the Republic Indonesa (Mz); e. CM Capital Having at least Rp Policy. 50.000.000, - (Fifty Million) and Paid up Capital of at least 25% of the Capital Policy. f. Shareholders should WNI or legal body established in accordance with Indonesian law (except in the case of PT PMA).

3. Establishment Licensing Management Procedure PT a. Applicant or recipient Power PT register his name with the full terms of the Notary (Notary's good looking, which is located in the province of PT to be occupied, in order to facilitate consultation and discussion) to create a position of PT. b. Upon completion of the Notary stand by, do not forget to ask the notary to confirm the Departement Justice and Human Rights Republic of Indonesia to register to SISMINBAKUM. c. Then apply for a Certificate of applicant domicile from local villages (with Letter of Introduction from the RT / RW Local) or building manager (when Office location is in the House) and / or situ. d. Before starting to operate or perform activities, governance and enterprise TIN registasikan-lah in Local Regional Tax Office, use the registration requirements of the local Department of Industry, so enterprises can acquire and manage Enterprises Signs Sign Letters

Commercial Business License or Permit efforts that fit the type of industry efforts. e. After obtaining permission Domicile and TIN, open the Account Name Bank Company Limited in the Company option and do business and keep Capital Deposit Setorannya Evidence for archiving and evidence has disetorkannya industrial capital.

4. Merger and Acquisition Merger is a merger of two companies into one, where the me-merger companies take / buy all Assets and liabilities $ at-merger enterprise so that me-merger company owns at least 50% of the shares and enterprisemerger shareholders cease operations and received a total of cash or stock in the new company (Brealey, Myers, & Marcus, 1999, p.598). Other mergers definition that is as absorption of an enterprise by another enterprise. Industrial buyers will take good enterprise asset acquired or liability. After the merger, the company that bought loses / stop operation (Harianto and Sudomo, 2001, p.640). Acquisition is acquisition (takeover) of a company by buying shares or assets of the enterprise, the enterprise purchased remain. (Brealey, Myers, & Marcus, 1999, p.598).

B. ANALYSIS PROBLEM
1. Indonesia Pt Japfa reason Comfeed Doing Merger a. Growth or diversification

10

PT Japfa want fast growth, good size, market share, as well as being able to do business diversification mergers or acquisitions. Enterprises do not have the risk of the availability of new products. Moreover, if doing expansion with mergers and acquisitions, the company is able to reduce or eliminate competition competitor companies. b. Synergies Synergies can be achieved when mergers result in economies of scale (economies of scale). Level economies of scale occur for unity overhead costs increase income greater than the total revenue of the firm when no merger. Seem obvious synergies when merging enterprises are in the same business as the function and excessive labor can be eliminated. c. Raise funds PT Japfa not be able to obtain funds to perform internal expansion, but can raise the funds to do an external expansion. PT Japfa merging with companies that have high liquidity resulting increase in its lending business and financial obligations reduction. This increase in funds with low fees. d. Adding competency management or technology PT Japfa merging with companies that have a member of management or technology in order to develop properly because of the efficiency or technology manajemennya

11

e. Increase liquidity owner PT Japfa possible mergers among enterprises have greater liquidity. If larger enterprises, the stock market will be more extensive and more readily available stock up more liquid than smaller enterprises. f. Protect yourself from acquisition This occurs when a company be incaran hostile takeover. Target Firm to Acquire other firms, and finance the takeover with debt, because the debt burden, obligation enterprises to be too high to be borne by the bidding firm is interested.

2. Profit After Doing Merger After Indonesia's PT Japfa Comfeed merged with two other companies namely PT and PT Multiphala Glory Bright Star succeeded collect assets worth Rp8 total, 37 trillion. Apart from blunt gain a great asset PT Japfa also works menghasilak better performance than ever before, can in yesterday's trading, the share price closed Japfa Rp3.250 strengthened 2.36% to market capitalization size and shape Rp6, 7 trillion. Additionally PT Japfa also managed to get a loan from Bank Mandiri size Rp750 billion, this article will use the loan to pay off debts to BNP Paribas. Although the BPN Paribas debt actually due on next year's tp accelerated payment to avoid higher interest loan.

12

PT Japfa also successful borrowers get loans from other facilities. It shows confidence in the PT Japfa rise after merging with PT and PT Multiphala Glory Bright Star.

13

CHAPTER III CONCLUSION

A. CONCLUSION
1. Indonesia's PT Japfa Comfeed merging aims for growth or industrial

diversification, synergies, raise funds, add or technology management competencies, enhance liquidity owner. 2. After merging Indonesia PT Japfa Comfeed successfully collect Rp8 total worth of assets, 37 trillion and already yielding improved firm performance.

B. ADVICE
1. PT Japfa Comfeed Indonesia should strive to do all of the objects in mergers can terealisasikan until that goal is not merely a matter of concept. 2. The success of Indonesia's PT Japfa Comfeed acquire assets worth Rp8, 37 trillion is expected to further improve the performance even better so that more companies can grow.

14

LIBRARY LIST

Varkonova, Lana (2009) Incorporation Company Limited, Economic Journal [Internet]. Available from: <http://www.remidian-bahureksa.com, accessed, February 1, 2011. ViklundAndreas (2010) Merger and Acquisition, Economic Journal [Internet]. Availabel from: <http://www.jurnal-sdm.blogspot.com, accessed, February 4, 2010.

15