IIT PT Indosat Tbk American Depositary Shares (Each Representing 50 Series B Shares)

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. 3)

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))

Series B Shares, par value Rp100 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

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:   x

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 3 to Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on January 20, 2009, as amended by Amendment No. 1 filed with the SEC on February 3, 2009 and Amendment No. 2 filed with the SEC on February 19, 2009 (as amended, the “Schedule TO”), by Qatar Telecom (Qtel) Q.S.C., a company organized under the laws of Qatar (“Qtel”), 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”), and 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. The Schedule TO relates to the Indonesian offer by the Offeror to purchase outstanding Series B Shares, par value Rp100 per share (“Series B Shares”), of PT Indosat Tbk., an Indonesian company, other than Series B Shares held by Qtel and its affiliates and Series B Shares underlying American Depositary Shares (“ADSs”), upon the terms and subject to the conditions set forth in the Indonesian Offer to Purchase (“Offer to Purchase”) and the related Tender Offer Form (which, as amended or supplemented from time to time, together constitute the “Indonesian Offer”). Concurrently with the Indonesian Offer, the Offeror offered to purchase ADSs, other than ADSs held by Qtel and its affiliates, pursuant to a U.S. offer (the “U.S. Offer for ADSs” and, together with the Indonesian Offer, the “Offers”). Each ADS represents fifty (50) Series B Shares. In the aggregate, the Offeror offered to purchase up to 1,314,466,775 Series B Shares (including Series B Shares underlying ADSs) in the Offers on a combined basis. This Amendment is being filed on behalf of the Offeror.

The information set forth in the Offer to Purchase, including Annex A and Schedules I, II and III thereto, is hereby incorporated by reference in answer to all applicable Items of this Amendment, except as otherwise set forth below. This Amendment should be read together with the Schedule TO.

Item 11 of the Schedule TO is hereby amended and supplemented to add the following:

The Offers expired at 3:00 a.m., New York City time (which is 3:00 p.m., Jakarta time), on February 18, 2009. Based on the final tabulation provided by The Bank of New York Mellon, the ADS tender agent for the U.S. Offer, and PT Danareksa Sekuritas, the share tender agent for the Indonesian Offer, a total of 17,705,799 ADSs were validly tendered into the U.S. Offer and not withdrawn, and a total of 1,439,620,500 Series B Shares were validly tendered into the Indonesian Offer and not withdrawn, representing an aggregate of 2,324,910,450 Series B Shares (including Series B Shares underlying ADSs). Because the number of Series B Shares (including Series B Shares underlying ADSs) tendered into the Offers exceeded the aggregate number of Series B Shares that the Offeror offered to purchase in the Offers, the proration rules apply pursuant to the terms of the Offers. The proration factor is approximately 56.54%. Applying the proration factor, Qtel accepted for purchase 10,010,572 ADSs at the offer price of US$31.0055 per ADS (which is the U.S. dollar equivalent of Indonesian Rupiah 369,400) and 813,938,000 Series B Shares at the offer price of Indonesian Rupiah 7,388 per Series B Share. After consummation of the Offers, Qtel will beneficially own approximately 65% of the outstanding Series B Shares (including the Series B Shares underlying ADSs).

Pursuant to the terms of the U.S. Offer, the purchase price for ADSs was converted from Indonesian Rupiah to U.S. dollars based on the “Applicable Exchange Rate” of Indonesian Rupiah 11,914 for US$1.00, which is the average of the U.S. dollar/Indonesian Rupiah sell rates for transactions as reported by Bank Indonesia at 4:00 p.m., Jakarta time, on each of the last five (5) Indonesian business days of the offer period (excluding the last day of the offer period) on its official website at http://www.bi.go.id/web/en/Moneter/Kurs+Bank+Indonesia/Kurs+Transaksi/.

On Friday, February 20, 2009, Qtel issued a press release announcing the final results of the Offers. The full text of the press release is attached hereto as Exhibit (a)(5)(vii) and is incorporated herein by reference.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I hereby certify as of February 20, 2009 that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

Perusahaan Satlt (NYSE:IIT)
Gráfica de Acción Histórica
De Abr 2024 a May 2024

Perusahaan Satlt (NYSE:IIT)
Gráfica de Acción Histórica
De May 2023 a May 2024