Last week Slovenia’s M&A market saw the closing of two high-end transactions – both of which Schoenherr Slovenia advised on.
In what is likely to be the largest M&A transaction on the Slovenian market this year (with a total transaction value exceeding €400m), Heineken International B.V. has become the majority owner of Pivovarna Laško, d.d. (“Laško”), Slovenia’s leading brewery group, only 6 months after the opening of final offers and the signing of the share purchase agreement.
Schoenherr Slovenia successfully advised a consortium of Laško owners – including DUTB, d.d. (the Slovenian Bank Assets Management Company), Kapitalska družba, d.d. (the Slovenian Pension Fund Management), Alpen Invest, KD Funds, Zavarovalnica Triglav, Abanka, NKBM, the Entrepreneurs and Craftsmen Fund, and Banka Koper – in relation to the transfer of their combined 53.43% stake on sale.
“Laško was a very interesting, but challenging transaction, with many different angles that had to be taken into consideration and a significant number of different players involved,” Marko Prušnik (partner, Ljubljana; corporate/M&A) said after completion of the transaction on 15 October 2015. Vid Kobe (partner, Ljubljana; banking and finance, corporate/M&A), who co-led the Schoenherr transaction team together with Prušnik, added: ”This was a landmark transaction in which – in the run-up to the signing – four sets of transaction documents were negotiated simultaneously with four final bidders.”
The Laško transaction is simply the latest of a large number of headline transactions that Schoenherr Slovenia has advised on over the past 12 months. The similarly just-closed acquisition of a 100% stake in Slovenia’s largest mobile virtual network operator (MVNO) Debitel telekomunikacije, d.d. (“Debitel”) by Telekom Slovenije, d.d. (which was advised by Schoenherr Slovenia) provides another prominent example.
Debitel transaction: Challenging competition aspects
In addition to its transactional aspects, the Debitel deal also involved a challenging merger control proceeding in Slovenia, as it constitutes a so-called “3-to-4 merger”, as Telekom Slovenije is the leading telecommunications operator in Slovenia (and one of the most comprehensive communication service providers in South-Eastern Europe) and Debitel is the fourth-largest wireless provider in the country. The transaction was cleared by the Slovenian Competition Agency in phase I with commitments, while the Macedonian Commission for Protection of Competition cleared it unconditionally.
”For Schoenherr Slovenia’s competition team, the most challenging part of the transaction began with signing. We are extremely pleased to have been able to convince the competition authorities in both Slovenia and Macedonia that the merger – although leading to high market shares and despite the generally negative attitude to consolidation in the telecom sector these days – does not represent a threat to competition,” Eva Škufca (partner, Ljubljana; EU & Competition) said after the closing of the respective transaction on 14 October 2015.
The Schoenherr Slovenia teams on these two just-closed transactions consisted of: Marko Prušnik (partner, Ljubljana; Corporate/M&A), Eva Škufca (partner, Ljubljana; EU & Competition), Vid Kobe (partner, Ljubljana; Banking & Finance, Corporate/M&A), Christoph Haid (partner; EU & Competition), Eva Možina (attorney-at-law, Ljubljana; Corporate / M&A), Jelena Malnar (associate, Ljubljana; Corporate / M&A), and Matija Rencelj (associate, Ljubljana; EU & Competition).
In the Laško transaction, the purchaser (Heineken) was advised by De Brauw Blackstone Westbroek and the Slovenian law firm Šelih & Partners, while the target company (Laško) was represented by Wolf Theiss Slovenia. In the Debitel transaction, the sellers were advised by local law firm Senica.
