The Takeover Act lays down the method, conditions and procedures relating to takeover bids.
The Tax legislation lays down the conditions and procedures relating to taxation.
Code of Obligations contains the basic principles and general rules for all obligational relationships.
Types of takeover
Companies may be taken over in the following ways:
- Buying the shares of a company. In this way, the acquiring company buys the shares from the shareholders of the offeree company in exchange for cash or other form of payment (shares, securities, bonds and so on).
- Buying the assets of a company. By buying in all of a company's assets or its essential part, the acquiring company (offeror) buys from the offeree company its business entirely or its predominant part. In this case the company's shareholders are not the sellers, but the seller is the company itself.
- Combination of buying shares and assets: With the previously selected assets, rights and obligations, which the offeror intends to buy from the company, the new company will be founded and it will be wholly owned by the buyer.
- Leveraged buyout. A significant percentage of the purchase price for the shares is financed through borrowing (leverage). When this is done by a company's existing managers it is called a management buyout.
- Takeover-and-merger. One company is buying another business in two steps – the acquiring company (offeror) buys the shares of an offeree company, and then two companies combine together.
The takeover procedure is under the supervision of the Competition Protection Office and the Stock Market Agency (SMA).
The steps of a takeover procedure
- A takeover bid is drafted and announced by the offeror.
- A prospectus is drafted and announced by the offeror.
- Prior to the announcement of the takeover bid, the offeror will obtain an "authorisation to launch a takeover bid".
- The written statements of acceptance of the bid, issued by the shareholders, will be received by the offeror.
- A notice on the results of the takeover bid (successful or unsuccessful and other required information) must be made and announced by the offeror.
Retiring business owners need to plan the transfer of their business in advance.
Some standard requirements to be completed when taking over a business are the same as when setting up a new business.
Takeover intention – the offeror shall notify his takeover intention to the offeree company's management, the Stock Market Agency and the Competition Protection Office and shall publish his takeover intention in a daily newspaper circulated throughout Slovenia.
Authorisation to launch a takeover bid issued by an Agency – the offeror shall draft the prospectus and fulfill other conditions provided by the Takeover Act. The prospectus shall comprise all the necessary information so that shareholders might make the appropriate decisions regarding the acceptance of the takeover bid. Prior to the announcement of the takeover bid, the offeror shall obtain an "authorisation to launch a takeover bid" from the Agency. The Agency shall grant an authorisation to launch a takeover bid provided that the prospectus and takeover bid are made in accordance with the legal requirements and if the offeror has deposited the required cash amount or bank guarantee.
After the receipt of authorisation from the Agency the following steps will take place:
- The announcement of takeover bid and prospectus within 10 to 30 days after the announcement of the first intention.
- Opinion of the management of the offeree company on the takeover bid: within 10 days after the announcement of the takeover bid.
- The conclusion of a Contract for services with the Central Securities Clearing Corporation (hereinafter "KDD"). The offeror must pay the agreed cash deposit into the specified KDD account or submit a bank guarantee, which covers all securities which are subject of the takeover bid. Detailed KDD business rules are published in the KDD websites.
- The announcement of the takeover bid results and the publication of the Stock Market Agency's decision on announcement of the takeover bid results.
Other procedures may also be used, such as competitive bids, withdrawal from the takeover bid etc.
The Agency of the Republic of Slovenia for public and legal records and services conducts the registration procedure. An application for an entry in the Business Register of Slovenia (BRS) should be filled in, using the standard form "Application for entry in the BRS".
One Stop Shop
"OSS " (VEM) entering point is a network of selected entities, which operate throughout Slovenia and offer their support services at local level to all interested parties within a particular area. All registration procedures may be done in person on the entrance point One Stop Shop (VEM), or on one of the following entrance points:
- AJPES (The Agency of the Republic of Slovenia for public and legal records and services) extension,
- administrative units and local offices,
- JAPTI (Public Agency of the Republic of Slovenia for Entrepreneurship and Foreign Investments)
- chambers of crafts,
- GZS (Chamber of Commerce and Industry of Slovenia) and
- DURS (Tax Administration of the Republic of Slovenia).
Information about the Slovene legislation relating to takeovers is available on the Websites of the Ministry of the Economy.
The Stock Market Agency provides the accuracy and legality of various practices. It also offers useful online links to information about the advantages and disadvantages of a company takeover.
Information about market movements is available on the Websites Stock Exchange.