Chapter 8

Acquisition Playbook

TOWR's growth engine is the serial acquisition of listed Indonesian infrastructure companies — STP (2021), IBST (2024) and Remala (2025) — each taken over by winning a competitive tender and then running an OJK-mandated tender offer to the remaining minorities. The record shows a rules-bound acquirer whose pricing improved as the sector derated, and whose treatment of acquired-company minorities sits at the regulatory floor: no forced squeeze, no premium sweetener. Its residue is roughly Rp15.8 trillion of goodwill.

A serial acquirer of listed companies

Protelindo's largest single transaction was not organic build. In October 2021 it completed the purchase of 94.03% of PT Solusi Tunas Pratama Tbk (STP) — then Indonesia's third-largest independent tower company, with roughly 6,903 tower sites and 12,842 tenants — after a four-month competitive tender in which it was named preferred bidder, signing the sale-and-purchase agreement on 4 September 2021 [1]. Management describes it as "Protelindo's 6th acquisition and the transaction with the largest value in the last seven years" [2]. STP alone roughly doubled the tower fleet and is the reason revenue jumped in the year it consolidated — the acquisition, not the market, was the growth.

The template has repeated. In July 2024 iForte acquired 90.11% of PT Inti Bangun Sejahtera Tbk (IBST) — shares previously held by PT Bakti Taruna Sejati and other minorities [3] — at Rp2,813 per share, a total of Rp3.42 trillion [4]. In April 2025 it took 40% of PT Remala Abadi Tbk (DATA), a data-connectivity operator, again as the new controlling shareholder [5]. Each deal followed the same two-step: win control through a negotiated/tender purchase, then extend a mandatory tender offer to everyone left on the register.

Sources: STP [6] and [7]; IBST [8]; Remala [9]. Remala final ownership reached via a call option, not the MTO.

The mandatory tender offer, and what minorities did with it

Under OJK Regulation No. 9/POJK.04/2018, a new controller of a listed company must make a mandatory tender offer (MTO) to the remaining public shareholders at a regulated price [10]. It is a floor bid minorities may take or decline, not a squeeze-out — and the three deals show both outcomes.

At STP, the MTO covered up to 5.97% of the capital; Protelindo bought 67,478,878 shares and reached 99.96% [11]. At IBST, the MTO covered up to 9.89%; iForte bought 1,350,586,095 shares and reached 99.98% [12]. In both, minorities largely accepted the offer. Remala went the other way: the MTO at Rp974 per share ran to 11 August 2025 and drew a total of 900 shares — the public simply held on. To reach a 51% stake, iForte instead exercised a pre-agreed call option on 30 October 2025 to buy 151,249,100 shares from the selling shareholder [13]. The controller did not raise the price to coax minorities in; it moved to a private option and left the float in place.

The floor is not the same as extinction. STP, four years after the takeover, remains listed with a public float: Protelindo held 97.33% at end-2025, the public 2.67% [14]. The pattern that emerges is procedural discipline — the OJK price, the regulated process, no forced buyout below it — rather than either generosity or abuse. That is a useful read on a controller for an investor who buys behind one (Control and Capital).

What sits on the balance sheet

Serial acquisition leaves an accounting residue, and TOWR's is large. Goodwill stood at Rp15.78 trillion at end-2025, of which the 2021 STP purchase accounts for Rp15.06 trillion — the single deal is 95% of the group's goodwill and, on its own, is equal to more than half of total book equity of Rp27.08 trillion [15] [16].

Source: FY2025 Annual Report, Note 10 Goodwill [17]; book equity from the FY2025 statement of financial position [18].

The pricing discipline is visible in the goodwill itself. STP, bought in 2021 at the top of the tower-valuation cycle, generated Rp15.06 trillion of goodwill — a large premium over identified net assets. IBST, bought in 2024 after the sector had derated, generated only Rp305 billion, later adjusted down to Rp217 billion [19]. The later deals were struck much closer to asset value; the expensive one is the legacy of the cycle's peak.

That legacy is also the chapter's accounting-quality question. The STP goodwill has never been written down — management's annual impairment test, run at a 9.44%–9.99% discount rate, found no impairment in 2023, 2024 or 2025 [20]. The auditor treats it as a key audit matter each year, which is the right flag: the same window in which TOWR's own public multiple roughly halved, from about 12.5x earnings to about 6x (Valuation Gap), produced no impairment on a 2021-vintage tower acquisition. A value-in-use test that clears where public comparables have fallen by half is a soft check, not a hard one. It is a carrying value to watch rather than evidence of a write-down to come, but a value investor sizing a margin of safety should treat more than half of book equity as goodwill from a single peak-cycle deal, not as tangible cover.

The read for TOWR's own minorities

The reason this record matters beyond capital allocation is that it is the best available evidence of how the Hartono family behaves when it controls a listed company and sets the terms for everyone else — and TOWR is itself a listed company with a public float of roughly 35% sitting behind a 65.24% controller (Control and Capital). If the family ever moved to take TOWR private, the same OJK machinery would apply in reverse: a mandatory tender offer to the minority float at a regulated price, which in Indonesia references recent trading levels. At a depressed ~6x multiple, that regulated price would anchor near the current market, not far above it.

The precedent cuts in a specific direction. Across three deals the controller paid the OJK floor and no more — it declined to sweeten the Remala offer when minorities balked, reaching for a private option instead. A special-situation investor should therefore hold two ideas at once. A family take-private is a live tail possibility: the owner controls 65%, the stock trades at roughly a third of its own historical multiple, and the family has just demonstrated appetite to put fresh capital into the structure. But the same record argues that any such offer would land at the regulated floor near a depressed price, not a rich premium — the upside from a squeeze-out is not something to underwrite.

The strongest fact against reading a take-private into the setup runs the other way entirely. The family's most recent action was not extraction but injection: it subscribed roughly 98% of the 2025 rights issue at Rp680 per share — above today's market — to cut leverage, adding capital to the company rather than taking the company off the market (Control and Capital). And there is no delisting or suspension of TOWR on the record: the company states plainly that there were none through end-2024 [21]. What would change the read is concrete and observable: an RUPS agenda or OJK filing proposing a voluntary tender or delisting of TOWR, or a goodwill impairment that would concede the 2021 STP price as overpaid. Absent those, the acquisition playbook reads as disciplined roll-up by a controller who follows the rules and rarely overpays — after 2021.