SLOVENIA Law and Practice Contributed by: Markus Bruckmüller, Klemen Radosavljević and Matej Kraner, Wolf Theiss Attorneys-at-law
Mandatory Offer Under the provisions of the Slovenian Takeover Act, the obligation to make a mandatory offer for the shares of the target company is triggered if an individual shareholder or shareholders acting in a concert have acquired one third of the voting rights in the company. In addition, if the first takeover bid is successful and the shareholder acquires at least a further 10% of the voting rights in the undertak- ing, an additional takeover bid must be published ( dodatni prevzemni prag ). The obligation to make an additional mandatory offer ceases when at least 75% of the voting shares of the undertaking have been acquired ( končni prevzemni prag ). In general, the offer procedure includes the fol- lowing steps: • notification of the bidder’s intention to launch an offer to the Securities Market Agency, the target company’s management and the CPA and publication of the intention within three working days of reaching the threshold; • obtaining the Securities Market Agency’s per- mission to publish the offer documents; • publication of the offer documents no later than 30 days and no earlier than ten days after the publication of the intention to launch an offer; • the offer period must be no less than 28 days and no more than 60 days from the date of publication of the offer (the offer period may be extended in certain cases, but only until the expiry of the final deadline – 60 days from the date of publication of the first offer); • the announcement of the result of the offer within three days from the expiry of the offer period; and • a three-month sell-out period (see point Squeeze-Out Procedures below in this respect). Funding Before announcing the cash offer, the acquirer must deposit the required amount of cash in
a special account with the central securities depositary to pay for all the target company’s securities. Alternatively, the acquirer may pro- vide the central securities depositary with a bank guarantee from an EU member state. Squeeze-Out Procedures If a person holds 90% or more of the voting shares of the undertaking, it has the right to squeeze-out the minority shareholders, for a fair compensation. Within three months of the announcement of the result of a takeover offer (the sell-out period) in the course of which a person or persons acting in concert have acquired 90% or more of the voting rights, (i) the person or persons holding more than 90% may squeeze-out the minority, whereas the price offered in the takeover bid is regarded as the fair compensation, or (ii) the minority share- holders can request that the principal shareholder (holding 90% or more) acquires their shares in exchange for a compensation of such type and amount as was specified in the takeover offer. 10. Jurisdiction-Specific Features 10.1 Other Acquisition Finance Issues In Slovenia, there is no legal structure compara- ble to a British or American trust, and the con- sensus among legal experts is that such a trust does not establish ownership of secured claims, which is necessary to create a valid and enforce- able accessory security interest. To address this issue, a parallel debt structure is typically employed, whereby the parties to an funding agreement agree that the security agent shall be the joint and several creditor ( solidarni upnik ) of each obligation of the borrower towards each financing party (other than the security agent).
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