Dentons HPRP has advised Tokyo-based financial services group SBI Holdings on its USD270 million acquisition of a 20% stake in Indonesian digital investment and fintech platform Ajaib Group.
The investment is the largest funding secured by an Indonesian technology company since 2022 and makes Ajaib Group an equity-method affiliate of SBI Holdings.
Dentons HPRP acted as the sole Indonesian transactional, regulatory and advisory legal counsel to SBI Holdings throughout the transaction. Partner Fabian Pascoal led the team and was supported by senior associate Josha Ponggawa as well as associates Natasya Gabriela, Pritta Maharani Pribadi, Cindy Rahmatya Hadianti and Gabriela Zefanya Hartanto.
“We conducted legal due diligence on the Indonesian operating companies, analysing the intercompany relationships, technology and intellectual property arrangements, and the group’s overarching holding structure,” Pascoal told Asia Business Law Journal.
“Ajaib Group conducts its principal operations through Indonesian subsidiaries, including a physical digital asset (crypto) trader, a securities brokerage and a payment system services provider. Each entity is subject to strict, independent regulatory frameworks overseen by the Financial Services Authority (Otoritas Jasa Keuangan) and Bank Indonesia. We meticulously analysed how these compliance requirements would impact the overall transaction structure for SBI Holdings’ acquisition of an approximately 20% minority interest.”
Pascoal said the firm also advised on Indonesian competition law and merger control matters, and helped ensure that investor protections were reflected in the final transaction agreements.
The investment’s potential role in developing tokenisation-based financial infrastructure was a notable highlight of the deal, he added.
“The investment establishes a long-term partnership to develop tokenisation-based financial infrastructure in Indonesia and across Asia. This serves as a powerful signal of international confidence in Indonesia’s digital financial services sector,” Pascoal said.
The transaction, however, also presented legal and regulatory challenges.
“The primary challenge was harmonising multiple complex regulatory regimes within a single cross-border transaction – specifically capital markets, digital assets, payment systems, foreign investment and competition law,” he said.
“Navigating the dense restrictions imposed by OJK and Bank Indonesia required us to collaborate with SBI Holdings and Ajaib Group to carefully craft an investment structure that fully achieved the parties’ commercial objectives while remaining strictly compliant.”
SBI Holdings’ investment in Ajaib Group follows its acquisition of Coinhako Group, a Singapore-based cryptocurrency wallet and digital asset exchange platform, for around JPY16 billion (USD102 million) in July 2026, Nikkei Asia reported.
