Subject to Certain Conditions, SSH Supervisory Board Has Granted Consent to Binding Offer by the Potential Buyer of Majority Shareholding in Telekom Slovenije, d. d.
Ljubljana, 10 June 2015 – The Supervisory Board of Slovenian Sovereign Holding (SSH) met today at its session to decide again on the proposal of sale of the majority shareholding in Telekom Slovenije, d. d., and subject to the General Assembly Resolutions, granted consent to the binding offer by the potential buyer of 20 May 2015. On 9 June 2015, SSH received amendments to the revised binding offer by the potential buyer, which were not considered by the Supervisory Board because the conditions from those amendments were not acceptable for the Management Board. The Supervisory Board has instructed the Management Board to harmonize the final version of the SPA with Cinven and to submit it to the Supervisory Board for its final consent prior to entering into agreement.
The Supervisory Board of Slovenian Sovereign Holding (SSH) granted its consent for the sale of shares of Telekom Slovenije owned by the Republic of Slovenia and by the SSH, subject to General Assembly Resolutions.
In April 2015, when the deadline expired for submitting the binding offers for the purchase of the majority shareholding in Telekom Slovenije, SSH had received one binding offer submitted by the British investment fund, Cinven Ltd., with whom negotiations continued to obtain the improved binding offer. On 9 June 2015, SSH received amendments to the revised offer by the potential buyer, which were not considered by the Supervisory Board because the conditions from those amendments were not acceptable for the Management Board of SSH.
In accordance with the Resolution by the Supervisory Board, SSH will inform the potential buyer that the SSH Supervisory Board has granted its consent solely to the binding offer of 20 May 2015. The decision on the accession to the signing of the SPA is therefore to be decided by the potential buyer. The SSH Management Board will strive to harmonize the final SPA which will be submitted to the SSH Supervisory Board for its approval prior to entering into the agreement.
The entire sale process is conducting in two phases, establishing a contact with a wide selection of investors. The sale process had been managed on behalf of the Sellers by SSH together with financial and legal advisors in a way to achieve a healthy competition between investors. However, in subsequent phases of the sale process, one by one they withdrew from the process for various reasons. The sale process is conducted in a professional and transparent manner providing equal treatment to all investors participating in the sale process, in accordance with the international practice in this field, while also taking into consideration the European privatisation guidelines and EU rules on state-aid.
The sale process is managing and coordinating by SSH in cooperation with the financial advisor, Citigroup Global Markets Limited, and legal advisors: White & Case and law firm Ulčar & Partners.