CROATIA Law and Practice Contributed by: Iva Basarić, Marija Gregorić and Matija Skender, Babic & Partners
7.2 Type of Disclosure Required Please see 7.1 Making a Bid Public and 6.3 Con- sideration regarding the type of disclosure required with respect to public companies. Other than this, prospectus obligations apply for public issuances of shares (unless such obligations would be exempt under EU or Croatian law). 7.3 Producing Financial Statements There is no express statutory obligation for the bid - ders to produce financial statements with respect to the takeover offer, but the offer does need to con - tain information on the bidder’s financial standing. In addition, financial statements are expected to be produced with respect to prospectus obligations, as mandated under the EU Prospectus Regulation. 7.4 Transaction Documents In private M&A deals, in order to preserve the confi - dentiality of the majority of the terms and conditions of the deal, the parties will opt to register a change of shareholder (or transfer of assets in an asset/business transfer deal) on the basis of the short-form agree - ment, providing the minimum details required to com - plete the registration, while the full-form documents such as the sale and purchase agreement (SPA) will remain available to the parties only. The disclosure of full-form agreements (such as the SPA) is required for the purpose of merger control fil - ing (to the extent merger clearance is required for the transaction). The principal directors’ duty under Croatian law is to act in the best interest of the company. In this regard, directors’ duties are owed primarily to the company, and subsequently to the shareholders (noting that directors in joint stock companies are generally more independent than directors in limited liability compa - nies). Directors are not prohibited from considering the interests of other stakeholders, noting that such interests would not be relevant if they are in conflict with the interests of the company. 8. Duties of Directors 8.1 Principal Directors’ Duties
ly that closing is subject to closing conditions being met or waived). With respect to public companies to which the Croa - tian Takeover Act applies, a natural person or legal entity that has directly or indirectly (and solely or joint - ly) acquired more than 25% of the voting shares of a joint stock company seated in Croatia and traded on a regulated market in Croatia or another EU member state (if not traded on a regulated market in Croatia) is required to publish a mandatory takeover bid. The relevant offeror is required to notify the local regu - lator, without delay, that the mandatory takeover obli- gation has arisen, and must also publish the relevant notification. In addition, if the situation on the market indicates that a natural person or a legal entity is intending to undertake a takeover, the local regulator may request a statement from that person/entity regarding their intention to undertake the takeover, especially when: • circumstances point to the existence of an agree - ment to undertake a takeover; • the scope of trading and the price of shares of the target company on the regulated market have changed significantly; or • the person/entity otherwise makes its intention to undertake the takeover known – eg, by way of public announcements. The offeror is required to file the request for approv - al for publishing of the takeover offer with the local regulator within 30 days from the date on which the mandatory takeover obligation arose, and the local regulator has 30 days to decide on whether to allow the publishing of the offer. After the local regulator’s approval has been granted, the offeror is required to publish the takeover offer within seven days from the date of receipt of the regulator’s ruling. The offeror is also required to deliver the takeover offer to the tar - get company and the market operator (and depository company) without delay after receiving the regulator’s approval. Finally, immediately after the publishing of the takeover offer, the offeror is required to inform each target company shareholder of the content of the offer.
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