News
Public invitation to express interest in the potential acquisition of a majority stake in Cinkarna Celje, d. d.
Ljubljana, 1 October, 2014
Javno vabilo - Cinkarna Celje, d. d.
- Modra zavarovalnica, d.d., Dunajska cesta 119, 1000 Ljubljana, in its own name and its own account and in its own name and for the account of Kritni sklad (Guarantee Fund) of the First Pension Fund of the Republic Slovenia (hereinafter "Modra zavarovalnica"),
- Slovenski državni holding, d.d., Mala ulica 5, 1000 Ljubljana (hereinafter “SDH"),
- KD Skladi, družba za upravljanje, d.o.o., Dunajska cesta 63, 1000 Ljubljana, in its own name and for the account of subfunds of KD umbrella fund: KD Galileo, mixed flexible fund, KD Rastko, European equity investment fund, KD Dividendni, equity investment fund and KD Balkan equity investment fund,
- Nova kreditna banka Maribor d.d., Ulica Vita Kraigherja 4, 2000 Maribor (hereinafter "NKBM")
- Alpen Invest d.o.o., Trdinova ulica 4, Ljubljana, in its own name and for the account of Alpen.SI, flexible balanced subfund - South-Eastern Europe,
- Banka Celje d. d. Bančna skupina Banke Celje, Vodnikova ulica 2, 3000 Celje (hereinafter "Banka Celje")
- Družba za upravljanje terjatev bank, d.d., Davčna ulica 1, 1000 Ljubljana (hereinafter "DUTB")
together referred to as the "Selling Consortium"hereby announce the following invitation:
Selling Consortium and Subject of Sale:
The Selling Consortium and their respective shares (either owned or held under lien) in the company Cinkarna Celje, d.d., Kidričeva ulica 25, 3000 Celje (hereinafter referred to as "Cinkarna" or the "Company") are listed in the table below.
The subject of the potential sale is aggregately 70.79% of the total shares of Cinkarna as held by each member of the Selling Consortium either as owner or as lien holder (hereinafter referred to as the "Sale Shares") as follows:
|
Member of Selling Consortium |
Number of shares held |
Nr. of shares under lien (pledged) |
% of total shares of Cinkarna |
|
DUTB |
|
90,361 |
11.09% |
|
Banka CELJE |
|
27,591 |
3.39% |
|
SDH |
92,950 |
|
11.41% |
|
NKBM |
31,914 |
|
3.92% |
|
Modra Zavarovalnica |
162,963 |
|
20.00% |
|
Alpen.SI, flexible balanced subfund - South-Eastern Europe |
97,203 |
|
11.93% |
|
KD Dividendni, equity investment fund |
8,737 |
|
1.07% |
|
KD Rastko, European equity investment fund |
19,114 |
|
2.35% |
|
KD Galileo, mixed flexible fund |
25,376 |
|
3.12% |
|
KD Balkan, equity investment fund |
3,800 |
|
0.47% |
|
(Guarantee Fund) of First Pension Fund of the Republic Slovenia |
16,705 |
|
2.05% |
|
TOTAL: |
458,762 |
117,952 |
70.79% |
* Sum of individual Selling Shareholders share percentages adds up to 70.80% due to rounding discrepancy
Cinkarna is one of the leading European producers of titanium dioxide pigment with nearly 1,000 employees. The Company is also a manufacturer of an assortment of associated specialty chemicals as well as zinc products. Cinkarna has estimated revenues at € 172m and earnings before interest, tax, depreciation and amortization at € 26.9m trailing twelve months ending June 30, 2014. The Company’s net cash is estimated at € 7.8m. The Company is listed on the Ljubljana Stock Exchange and has a market capitalization of € 175m as of September 25th, 2014. Further information regarding the Company is available on Cinkarna’s webpage: www.cinkarna.si.
Overview of the envisaged Sales Process:
The sales process is intended to be run as a two-round process with the submission of indicative offers in the first phase and the submission of binding offers in the second phase following due diligence review of Cinkarna.
A summary briefing document regarding Cinkarna which contains further information on, and immediate next steps related to, the envisaged sales process for the Sale Shares (hereinafter the "Teaser") is available upon request together with a non-disclosure agreement (hereinafter the "NDA") from the representatives of the financial advisor to the Selling Consortium listed below.
Upon signing of the NDA, the interested parties will receive an information memorandum (Fact Book) containing more detailed information concerning the Company as a basis for preparing indicative offers. At the same time, the interested parties will receive a process letter containing, inter alia, the deadline for the submission of indicative offers, the required content of indicative offers, the procedures for submitting indicative offers and the selection criteria for admission to the second phase of the sales process as well as other process-related information relevant for the first phase of the sales process.
The deadline for the submission of indicative offers by interested parties is not later than 18.00 Central European Time on 14th November, 2014.
Upon review and evaluation of indicative offers received, the Selling Consortium may invite the selected bidders to participate in the second phase of the sales process.
In the second phase of the sales process, the selected bidders will be invited to meet the Company’s management and visit the Company’s premises, and to conduct a due diligence review on the Company before submitting binding offers. Prior to commencement of the second phase of the sales process, the selected bidders will receive the second process letter containing, inter alia, information on the due diligence process, the deadline for binding offers, the required content of binding offers, the procedures for submitting binding offers and the selection criteria for the preferred bidder as well as other process-related information relevant for the second phase of the sales process.
Interested parties are hereby invited to express their written interest (in English) in participating in the aforementioned sales process for the Sale Shares by requesting the Teaser and the NDA (preferably by email) from the financial advisor of the Selling Consortium using the contact information provided below.
Additional Information concerning the Sales Process:
Both domestic and foreign legal entities and natural persons may participate in the sales process.
The opening, review and evaluation of the indicative offers as well as of the binding offers will not be public.
The Selling Consortium reserves the right to, at any time and without stating a reason therefor, neither accept any indicative offers or binding offers received, nor to select any of the bidders to continue with the sales process, nor to continue the sales process. The Selling Consortium further reserves the right to restrict the number of bidders invited to participate in the second phase of the sales process and to conduct negotiations with individual bidders. The Selling Consortium also reserves the right to alter the timing of the sales process, including (but not limited to) prolonging the deadline for the submission of indicative offers and/or binding offers, to amend the terms of the sales process or to discontinue the sales process at any time.
Additionally, the Selling Consortium may ask individual bidders to submit information missing from their indicative offers and/or binding offers and/or to provide additional information related to, or clarifying, certain elements of their indicative offers and/or binding offers.
Financial Advisor and Contact Information:
Daiwa Corporate Advisory GmbH (»DC Advisory«) is acting as the exclusive financial advisor to the Selling Consortium in relation to the envisaged sales process for the Sale Shares.
Interested parties should direct all inquiries regarding this public invitation and the sales process described herein (including all requests for the Teaser and the NDA) to the following persons:
|
Tod Kersten |
|
Dr. Wolfgang Kazmierowski |
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|
Managing Director - Warsaw Tel.: + 48 22 46002-02 Email: tod.kersten@dcadvisory.com |
|
Managing Director - Frankfurt Tel.: + 49 (0)69972004-22 |
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|
Daiwa Corporate Advisory GmbH Sp. z o.o. Oddzial w Polsce Rondo ONZ 1 00-124 Warsaw, Poland |
|
Daiwa Corporate Advisory GmbH Neue Mainzer Str. 1 D-60311 Frankfurt am Main, Germany |
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Additional Information:
This public invitation was prepared exclusively in order to inform potential bidders of the opportunity to express their interest in the sales process for the Sale Shares and does not in any way oblige the Selling Consortium to conclude any kind of agreement on the sale of the Sale Shares with any bidder.
The distribution of this invitation and other information referred to herein may be restricted by law in certain jurisdictions and recipients should inform themselves about, and observe any applicable legal or regulatory requirements relating to, the distribution or possession of this invitation. Any failure to comply with these restrictions may constitute a violation of the securities or other laws of any such jurisdiction. Neither the Selling Consortium, nor the Selling Consortium’s financial and other advisors, nor Cinkarna, nor their affiliates, nor their or their affiliates’ respective directors, officers or agents accept any liability to any person in relation to the distribution or possession of this invitation in any jurisdiction. This invitation does not constitute an offer to sell or a solicitation of an offer to subscribe for or purchase any securities by any person in any jurisdiction or an inducement to enter into any investment activity. This public invitation is not an advertisement for the purposes of the Directive 2003/71/EC. This invitation, any relationship between the parties formed upon it and the conduct of the procedure of the sales process for the Sale Shares shall be governed by, and construed in accordance with, Slovenian law. The competent court in Ljubljana shall have exclusive jurisdiction over any disputes arising under, or in connection with, the foregoing.