CROATIA Law and Practice Contributed by: Iva Basarić, Marija Gregorić and Matija Skender, Babic & Partners
1. Trends 1.1 M&A Market
Deal structuring is dependent on many factors, such as: • whether the company is listed or privately owned; • the size of the company; • whether financing is required to fund the acquisition; and • whether regulatory approvals are required to close the transaction. Most frequently, private transactions (which form the most significant part of local M&A activ - ity) will not be signed and closed on the same day, but rather there will be a particular period between the signing and closing (the duration of which is dependent on the complexity of the transaction) during which conditions precedent will need to be fulfilled (or ultimately waived, if waiver is possible). 2.2 Primary Regulators There is no singular regulator in charge of M&A activity in Croatia. A change of shareholder is registered with the court registry of the competent commercial court in Croatia (ie, the court with which the tar - get company is registered) and/or the Central Depository & Clearing Company Inc. (abbrevi - ated in Croatian as SKDD – registered with the central securities depository and a registry of non-materialised securities). The acquisition of a qualifying interest in a cred - it institution is subject to prior approval of the Croatian National Bank, and the acquisition of a qualifying interest in companies such as insur - ance companies, pension insurance companies, leasing companies and investment companies is subject to the approval of the Croatian Financial Services Supervision Agency.
After a significant decline in M&A activity in Cro - atia in 2023, 2024 did not bring the expected increase in volume of M&A deals, although the second half of the year showed improvements and signs of activity picking up further in 2025. Most acquisition opportunities seem to have existed in the tourism, healthcare and life scienc - es, IT and clean energy sectors. Also, sustain - ability and ESG are starting to play an increas - ingly significant role in M&A in Croatia. 1.2 Key Trends Regardless of the decrease in overall M&A activ - ity, strategic investors remained an important force on the buyer side over the past year, while the majority of exiting shareholders/sellers were local corporates rather than foreign investors leaving the Croatian market. 1.3 Key Industries IT, tourism, healthcare and life sciences have been at the forefront of M&A activity. Significant interest also exists in the energy sector, particu - larly with respect to renewables. The COVID-19 pandemic no longer affects the majority of industries and did not play an impor - tant role in distinguishing certain industries as being less interesting for investors. 2. Overview of Regulatory Field 2.1 Acquiring a Company In Croatia, M&A deals are most typically struc - tured as share deals, with asset/business trans - fer deals being somewhat less frequent.
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