JAKARTA – PT Bank Tabungan Negara (Persero) Tbk (BTN) has begun the acquisition process of a Sharia commercial bank, PT Bank Victoria Syariah (BVIS), after BTN signed a Conditional Sales Purchase Agreement (CSPA) with BVIS shareholders in Jakarta on Wednesday, January 15, 2025.
Under the agreement, BTN will acquire 100% of BVIS shares from its shareholders: PT Victoria Investama Tbk, PT Bank Victoria International Tbk, and the Balai Harta Peninggalan (BHP) Jakarta. Based on the Summary of the Acquisition Plan published by both parties to the public, Victoria Investama is the majority shareholder of BVIS with an 80.18% stake, followed by Bank Victoria International with 19.80%, and BHP Jakarta with 0.0016%.
Through this acquisition, BTN will become the full owner of Bank Victoria Syariah with share ownership of up to 100% of the total issued and fully paid-up capital in BVIS, with a total nominal value of Rp1.06 trillion. BTN is purchasing BVIS using internal funding sources that have been prepared in accordance with the bank's business plan.
BTN President Director Nixon LP Napitupulu stated that BTN's corporate action involving BVIS is part of BTN's plan to establish a Sharia commercial bank (Bank Umum Syariah/BUS) through an inorganic strategy. After obtaining regulatory approval for the BVIS acquisition plan, BTN will separate its Sharia Business Unit (Unit Usaha Syariah/UUS), namely BTN Syariah, and integrate it into BVIS to form a new BUS.
“BTN believes that the development of the Sharia economy in Indonesia needs to be supported by players that have strong competitiveness or a competitive advantage, with comprehensive banking and financial service propositions for the housing sector. This corporate action will support the development of BTN Syariah to fulfill that position and respond to customer needs in the Sharia market. Both parties—BTN and the shareholders of Bank Victoria Syariah—have reached a mutual agreement to support this effort,” Nixon said.
The signing of the CSPA was based on an agreement reached after BTN conducted due diligence on Bank Victoria Syariah over the past several months. Nixon explained that BTN chose to acquire a Sharia commercial bank and merge it with BTN Syariah because the process is not complicated and does not take too much time. This is because regulations governing conventional banks that have Sharia subsidiaries require BTN to separate its Sharia business unit before 2026.
Based on Law Number 21 of 2008 on Sharia Banking in conjunction with Law Number 4 of 2023 on the Development and Strengthening of the Financial Sector, as well as Financial Services Authority Regulation (POJK) Number 12 of 2023, a Sharia Business Unit must be separated from its conventional parent bank if its assets reach 50% of the parent bank's total assets or amount to at least Rp50 trillion. This separation must be carried out no later than two years after the latest quarterly financial report shows that the asset threshold has been met.
As of the third quarter of 2024, BTN Syariah recorded assets of Rp58 trillion, growing 19.2% year-on-year (yoy) compared to the same period the previous year of Rp48 trillion. Based on BTN's projections, Nixon continued, BTN Syariah's assets after becoming a Sharia commercial bank could reach approximately Rp66 trillion to Rp67 trillion.
Meanwhile, Bank Victoria Syariah is considered a suitable candidate due to its adequate size as a Sharia commercial bank and its continuously growing business. Based on its financial report as of Q3 2024, Bank Victoria Syariah's assets reached Rp3.32 trillion, increasing 8.02% yoy compared to the same period the previous year of Rp3.08 trillion.
With the CSPA agreement in place, BTN as the buyer of BVIS shares will proceed with the next steps according to the required conditions, including obtaining approval from the General Meeting of Shareholders (GMS) of BTN and BVIS, receiving approval from the Financial Services Authority (OJK) for BTN as the prospective controlling shareholder, and securing OJK approval for the proposed acquisition transaction.
Nixon hopes the entire acquisition process can be completed before the end of the first half of 2025 so that the merger process between BTN's Sharia Business Unit and BVIS can be implemented. “Based on the timeline we have planned, BTN Syariah can immediately spin off into a Sharia commercial bank this year,” Nixon emphasized.
During the process, BTN stated that there will be no operational changes to BTN Syariah's business activities, and BTN Syariah will continue operating as usual until the Sharia business unit is legally and formally transformed into a Sharia commercial bank in the form of a limited liability company (PT).
