Schoenherr has advised the Slovenian Sovereign Holding, d.d. (SDH) on the privatisation of one of Southeastern Europe’s leading hygienic tissues manufacturers, Slovenia-based Paloma.
The transaction, which was announced on 27 November 2015, is being performed by means of a share capital increase by third-party investor Abris Capital Partners (“Abris”).
In the capital increase process run and managed by Paloma’s management (together with their legal and financial advisors), Abris was selected as the best bidder by offering EUR 3.30 per Paloma share, which translates into a total share capital increase in the amount of approx. EUR 15 million.
Upon finalisation of the share capital increase process, Abris will be obliged to publish a mandatory takeover bid in accordance with the relevant provisions of Slovenia’s Takeover Act. On this basis, the existing Paloma shareholders, including SDH (which currently holds an approx. 70.97% stake in the company), will have the option of selling their shares to Abris at the same price per share that Abris offered in the capital increase process.
Paloma, Abris and SDH signed the respective transaction documentation (Share Subscription Agreement, Investment Agreement) in Ljubljana on 27 November 2015; completion of the transaction is still subject to fulfillment of certain conditions precedent, including approval of the share capital increase by the general assembly of Paloma’s shareholders and obtainment of merger clearances in various jurisdictions.