CROATIA Law and Practice Contributed by: Iva Basarić, Marija Gregorić and Matija Skender, Babic & Partners
7. Disclosure 7.1 Making a Bid Public
offeror which after the takeover offer hold at least a 95% shareholding are allowed to squeeze out the minority shareholders in a public joint stock company, subject to providing just compensa - tion to the minority shareholders. The squeeze- out right may be exercised within three months from the date of expiry of the takeover offer. The request to implement the squeeze-out is filed with the SKDD, and is subject to the notification of minority shareholders, the target company and market operator, and the local regulator of the fact that the request for the implementation of the squeeze-out has been made (this needs to be published as well). A deposit needs to be made or a bank guarantee provided in order to guarantee payment, and all the costs of the pro - cess are borne by the offeror. 6.11 Irrevocable Commitments In general, irrevocable commitments to tender or vote are not frequent in Croatia but may most typically be used with respect to the acquisition of shares in companies where a smaller, limited number of shareholders hold a large portion of the company. It is not uncommon in those situ - ations for such shareholders to be approached in advance, with the aim of securing their com - mitment. This being said, the Croatian Takeover Act pro - vides that the shareholder is allowed to withdraw from accepting the takeover offer at any time before the expiry of the takeover offer, and this right cannot be waived. Also, the offeror cannot rely on the statement of the shareholder waiving its right to withdraw from accepting the takeover offer. In this regard, with respect to publicly trad - ed companies, an irrevocable commitment may be regarded as void if the shareholder decides not to go through with the sale to the offeror.
If a transaction concerns the acquisition of shares in a private company, there is no require - ment to make the bid public until the transac - tion is closed (although general information on the contemplated transaction will often be made public after signing if signing and closing do not occur on the same day, noting expressly that closing is subject to closing conditions being met or waived). With respect to public companies to which the Croatian Takeover Act applies, a natural person or legal entity that has directly or indirectly (and solely or jointly) 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 trad - ed on a regulated market in Croatia) is required to publish a mandatory takeover bid. The relevant offeror is required to notify the local regulator, without delay, that the mandatory takeover obligation has arisen, and must also publish the relevant notification. In addition, if the situation on the market indi - cates that a natural person or a legal entity is intending to undertake a takeover, the local reg - ulator may request a statement from that per - son/entity regarding their intention to undertake the takeover, especially when: • circumstances point to the existence of an agreement to undertake a takeover; • the scope of trading and the price of shares of the target company on the regulated mar - ket have changed significantly; or
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