SERBIA Law and Practice Contributed by: Nataša Lalović Marić, Jovan Mićović and Stefan Šilobad, Law Office Miroslav Stojanović in cooperation with Wolf Theiss
more requests for supplementation of a merger filing, and each such request effectively restarts the one- month term for the issuance of merger clearance. In complex cases that require the instigation of Phase II procedures, the CPC is obliged to issue its decision within four months from the date such Phase II proce - dure is initiated. Please note, however, that competi - tion clearance outside of Serbia, triggered by a Ser - bian M&A transaction, may sometimes significantly prolong the overall length of the process. 6.2 Mandatory Offer Threshold Pursuant to the Takeover Law, a takeover bid must be launched by a person who has acquired – directly or indirectly, solely or by acting in concert – voting shares that, together with the shares already acquired, represent more than 25% of the overall number of the target company’s voting shares (“General Threshold”). Once the General Threshold has been surpassed and a takeover bid has been published in line with the applicable rules and/or upon publication of the takeo - ver bid for the further acquisition of shares whose ini - tial acquisition was exempted from the takeover bid obligation, a direct or indirect acquisition of more than 10% of the target company’s voting shares, solely or by acting in concert, triggers a takeover bid obligation for the acquirer (“Additional Threshold”). The acquirer shall be obliged to publish a takeover bid even if it has acquired – directly or indirectly, solely or by acting in concert – less than 10% of the tar - get company’s voting shares if such newly acquired shares, together with those already acquired, repre - sent more than 75% of the overall number of the tar - get company’s voting shares (“Ultimate Threshold”). A further acquisition of shares by the acquirer who, following a takeover bid due to a share acquisition above the General Threshold and/or the Additional Threshold, holds shares that represent at least 75% of the target company’s voting shares does not trigger
and bonds may be used as payment tools for the acquisition of takeover shares. 6.4 Common Conditions for a Takeover Offer Conditions to a takeover offer are permitted only for voluntary takeover bids and are limited to an indication of the minimum number of shares and/or percentage of voting shares of the target company to be acquired. 6.5 Minimum Acceptance Conditions Minimum acceptance conditions are permissible. A bidder is not bound by their conditional bid if the rel - evant number of shares is not tendered and depos - ited into a special purpose account for the takeover bid duration. On the other hand, if, during the bid, a lesser number of shares is tendered and deposited into a special purpose account than is required by the conditional takeover bid, the bidder is not permitted to acquire such lesser number of shares, but is obliged to return such shares, at its own expense, within three business days from the date of receipt of a report by the CSD on the result of the takeover bid. In the case of multiple bids, if the original bid was conditional upon the acquisition of a minimum number of shares, the competing bid cannot refer to a larger number of voting shares in the target company. Even though decisions in a joint stock company are generally passed by a simple majority of votes, a number of decisions require a 75% majority of votes, and squeeze-out decisions require a 90% majority of share capital and voting shares. Accordingly, mini - mum acceptance conditions shall seldom be lower than 75% of voting shares. 6.6 Requirement to Obtain Financing While the parties to private transactions are free to make closing conditional on the prior receipt of financ - ing, such structures are rarely seen in practice. However, in business combinations involving takeover bids, the financing requirement is prescribed in the law. Prior to submitting a request for the approval of the publication of the takeover bid to the SEC, a pro - spective bidder has to secure the necessary funds for payment of the shares to be acquired in the takeover bid process.
a takeover obligation. 6.3 Consideration
Cash is the predominant means of payment of con - sideration in an M&A transaction. Nevertheless, the Serbian Takeover Law explicitly provides that shares
1125 CHAMBERS.COM
Powered by FlippingBook