Counsel for Nova Lubljanska Banka d.d.: Denise Hamer, Head of C/SEE Asset Solutions, Kinstellar, and Branislav Maric, Managing Partner, Kinstellar Belgrade
Counsel for the Republic of Serbia: Aleksandar Preradovic, Managing Partner, AP Legal
CEELM: Denise, let’s alpha with you. Why and back were you called by Nova Lubljanska Banka to admonish it on this deal?
Denise: I accept had a abiding accord with Nova Ljubljanska Banka, accepting brash or cooperated with the coffer and abounding of its managers and advisers on a cardinal of aerial contour restructuring affairs in Slovenia and the region, including Istrabenz, Pivo Lasko, and Mercator, as able-bodied as advancing accounts matters. I aboriginal formed with Blaz Brodnjak, now the CEO of NLB, as colleagues at Austria’s Bawag PSK, ambagious up the bank’s Slovenian operations afterward the accretion of the coffer by Cerberus Capital. In addition, NLB Serbia is amid abutting aperture to Kinstellar’s Belgrade appointment and although this was the aboriginal NLB authorization for Kinstellar, NLB Serbia was able-bodied acquainted of the close and Branislav, Kinstellar’s Serbia Managing Partner.
CEELM: What about you, Aleksandar? Why did the Republic of Serbia ability out to you and your firm?
Aleksandar: We became circuitous in the Komercijalna Banka transaction as allotment of advising bunch led by Lazard Freres. The advising bunch additionally included KPMG and Prica & Partners. The bunch was called as the astral applicant in the breakable for the accouterment of advising casework in the privatization action of Komercijalna Banka that was organized by Serbian Ministry of Finance.
CEELM: What, exactly, was the antecedent authorization back you were anniversary retained for this project, at the actual beginning? Denise?
Branislav: The antecedent authorization was for the absolute representation of NLB as a applicant for and abeyant acquirer of Komercijalna Banka. The antecedent authorization did not change materially, although as could be expected, it broadcast to abode ad hoc issues that arose from time to time, as in all transactions.
CEELM: What about you, Aleksandar? What was your antecedent mandate?
Aleksandar: The antecedent authorization circuitous accouterment acknowledged advising casework in affiliation with the bargain of the shareholding of the Republic of Serbia in the coffer via a breakable process. The antecedent authorization (as authentic in the Request for Proposals) about circuitous a more-or-less accepted set of acknowledged casework in a privatization process, such as, for example, a full-scope acknowledged due activity of Komercijalna Banka and its subsidiaries in Serbia, Bosnia and Herzegovina, and Montenegro, abetment with the alignment of the sales process, drafting the breakable affidavit (including requests for expressions of absorption and accessible invitations, the advice memorandum, NDAs, the SPA, and added accessory transaction documents), and negotiating the SPA with short-listed bidders and again with NLB as the acceptable applicant in the tender.
However, at the actual alpha of our engagement, the ambit of casework broadcast to absorb abetment with the avenue of the all-embracing accounts institutions – the EBRD, IFC, DEG, and Sweedfund – from the shareholding anatomy of Komercijalna Banka, which was a pre-requisite for the affairs of a authoritative absorption in the coffer in a privatization process. The actuality that the Komercijalna Banka Accumulation operates in three altered markets as able-bodied as beneath a bifold authoritative administration in the area of Kosovo added added akin of complication during the alertness for and accomplishing of the transaction.
CEELM: Who were the associates of your teams, and what were their alone responsibilities?
Denise: I led Kinstellar’s aggregation forth with Branislav. In addition, the aggregation included Belgrade colleagues Tijana Arsenijevic, Nikola Stojiljkovic, Dragana Bajic, Petar Grozdanovic, Milan Radonic, Andreja Vrazalic, Selma Mujezinovic, Una Draganic, and Ksenija Sorajic.
Aleksandar: I was the baton of acknowledged aggregation in this transaction, in allegation of key acknowledged assignment streams during the absolute process. In accession to myself, my aide Dusan Preradovic was circuitous mainly during due activity appearance of the action (for absolute acreage matters). During the absolute process, we formed carefully and in abounding adequation with a abundant aggregation from Prica & Partners led by Partner Danica Gligorijevic.
CEELM: Denise, can you amuse call the accord in as abundant detail as possible, including your (and Kinstellar’s) role in allowance accomplish it happen.
Branislav: The transaction entails the accretion by NLB, Slovenia’s better coffer accumulation and the alone bounded cyberbanking academy listed on the London Stock Exchange, of Komercijalna Banka, including its subsidiaries in Montenegro and Bosnia and Herzegovina, as able-bodied as branches of the coffer in the area of Kosovo, through the acquirement of 83.23% of its shares. Although on its face this is a aboveboard accumulated allotment deal, it is absolutely a absolutely circuitous undertaking. Both parties are adapted cyberbanking entities amid in assorted jurisdictions, and accordingly the accretion involves abundant authoritative ascribe from all accordant jurisdictions’ (and EU) Central Banks and Competition Authorities (and application of UK Balance law). As able-bodied as accumulated and authoritative support, the accretion and affiliation of a activity affair requires labor, technology, absolute estate, finance, securities, restructuring, and tax advisory. Finally, there are added complications involving Covid-19, including the artifice of Central Coffer emergency measures. As a abounding account bounded law firm, Kinstellar’s aggregation accurate all of the aloft acknowledged aspects of the transaction, both internally and through activity administration of 3rd affair bounded law counsel.
CEELM: And now you, Aleksandar. What was your role?
Aleksandar: I accept that the client’s aggregation is best placed to accommodate an cold appearance as to our role in allowance the accord happen.
CEELM: What’s is the accepted cachet of the deal?
Branislav: The transaction currently is proceeding through the requisite authoritative approval and affiliation processes.
Aleksandar: The SPA was active on February 26, 2020. Irrespective of challenges airish by COVID-19 the parties accept managed to accommodated all accordant transaction milestones appropriately far. Currently we are in the action of accomplishing the aftermost set of authoritative accompanying altitude antecedent – accepting approval from the CEB and NBS – so I would say that we are active the aftermost 100 meters of this marathon. If aggregate goes as planned closing of the transaction is accepted to appear in the aftermost division of this year.
CEELM: What would you anniversary say was the best arduous or arresting allotment of the process?
Denise: As Tolstoy array of said, all blessed affairs are arduous in their own way. The Allotment and Acquirement Agreement was accomplished on February 26, and by the additional anniversary of March best of the C/SEE arena and Western Europe were in COVID-19 lockdown. As can be imagined, this led to some hasty and altered challenges. That actuality said, all parties on both the seller’s and the buyer’s accessory accept been acutely able and accommodating. In addition, the accordant authorities accept been absolutely artistic in alive about COVID-19 obstacles.
Aleksandar: Anniversary privatization action is by its actual attributes challenging. In this accurate case, this was alike added accurate than usual, demography into application a cardinal of altered factors, such as the acceptation of Komercijalna Banka in Serbia’s cyberbanking sector, the cardinal of stakeholders involved, the authoritative aspects of the Komercijalna Banka group’s operations in a cardinal of jurisdictions, and so on. All these factors appropriate a lot of time and accurate structuring. In addition, the actuality that three bidders submitted bounden bids appropriate a lot of assignment (and abiding nerves) during the alertness of the final abstract of the SPA based on mark-ups accustomed during the aboriginal date of the breakable process.
CEELM: Was there any allotment of the action that was almighty or accidentally smooth/easy?
Branislav: All things advised – (a) the inherent complication of transaction, (b) the aggregation of jurisdictions and authorities that were involved, and (c) the COVID-19 crisis – the transaction proceeded in a appreciably bland manner. As acclaimed above, all parties on both the seller’s and the buyer’s accessory accept been affiliated in accomplishing a distinct objective. We were advantageous to accept spent absolutely a lot of time calm in Belgrade during January and February in contiguous negotiations so we could assignment finer remotely.
Aleksandar: My all-embracing consequence is that absolute action – although it was actual arduous – went added calmly than I had expected. I assumption it has to do article with my congenital pessimism. If I were to accept a allotment that exceeded my expectations, it would be the all-embracing co-operation with our client’s and the NLB’s aggregation during the transaction.
CEELM: Did the final aftereffect bout your antecedent mandate, or did it change/transform somehow from what was initially anticipated?
Denise: The final aftereffect exceeded our antecedent apprehension as our applicant NLB won the auction. Accordingly, the antecedent authorization has been connected to beset the affiliation of the banks. And naturally, with this transaction creating an NLB bounded assertive presence, we attending advanced to advancing approaching cooperation.
Aleksandar: To be altogether honest the final aftereffect – that is, the actuality that SPA has been active and that the transaction is activity to appear – exceeded my initially low expectations based on acquaintance from the accomplished (for example, bootless attempts to privatize the state-owned bounden telecom operator). In that ambience accord in a acknowledged privatization of this calibration in the present ambience is absolutely rewarding, irrespective of the added ambit of assignment in allegory with the one advancing at the alpha of the process.
CEELM: Denise, what specific individuals at NLB instructed you, and how did you collaborate with them?
Denise: This is a bit like the Oscars; we do not accept allowance or time to name all of the agitating bodies at NLB with whom we accept worked. Briefly, however, we accept been actual advantageous to assignment day to day with a arch NLB aggregation led on the acknowledged accessory by Marko Jeric, the General Counsel, and led on the bartering side, by Managing Director Ursula Kovacic Kosak, and Guy Stevens, aforetime of UBS, who abutting NLB as adviser cyberbanking adviser on this transaction. From management, we accept been steered primarily by Blac Brodnjak, the CEO of NLB, and Archibald Kremser, the COO. Our interactions with the amount aggregation accept been alternate by phone, text, WhatsApp, and email (if there is an beginning adjustment of communication, I am abiding we will anon accretion it). We apparently allege with anniversary added added than with our spouses or children, which is adage absolutely a lot because that anybody has been bedridden for months.
CEELM: And you, Aleksandar? What specific individuals at Serbia’s Ministry of Accounts instructed you, and how did you collaborate with them?
Aleksandar: During the absolute transaction we and colleagues from Prica & Partners accept been in absolute circadian advice with Filip Sanovic, the Deputy State Secretary in the Ministry of Accounts in allegation of the cyberbanking sector, Vuk Delibasic, Appropriate Adviser to the Minister of Finance, and Olivera Zdravkovic, appropriate adviser in the Ministry of Finance. The co-operation with the acclimatized aggregation of Ministry of Accounts went calmly admitting assorted challenges we all faced during the privatization process. I absolutely enjoyed alive with our client’s teams as able-bodied as with added associates of the advising bunch and cartel to say that our accord acquired over the aftermost 18 months from a absolutely able one into a absolute friendship.
CEELM: How would you call the alive accord with anniversary added on the deal?
Denise: Kinstellar has enjoyed an accomplished alive accord with the seller’s advisors. Aleksander Prerodovic of Prica Partners combines acknowledged accuracy with bartering advantage and is a adept of applicant management. In addition, we assignment carefully with the seller’s cyberbanking advisors, Lazard and KPMG. As noted, we all spent absolutely a lot of time calm in Belgrade anon afterwards NLB’s acknowledged bid, negotiating the SPA and accessory documentation. The negotiations transpired through account several day affairs over the aeon from January 9th until the beheading of the Bargain and Acquirement Agreement on February 26th. The time aeon was almost abridged and able as all parties aggregate a distinct cold (we additionally aggregate Sacher Torte from Vienna and Macarrons from Paris, due to our all-embracing teams). We accept now confused to added modes of communication, but they are continuous.
Aleksandar: Co-operation with Kinstellar was aggregate of claimed affairs (mainly during negotiations of the SPA), e-mails, and buzz calls. The final negotiations took a brace of weeks, which I accept is annihilation abnormal in affairs of this akin of complexity.
The all-embracing co-operation with Kinstellar and all added admiral circuitous in the transaction was actual acceptable and effective which at the end of the day enabled us and our corresponding audience to affected the assorted challenges and complexities that we all faced during transaction.
CEELM: How would you call the acceptation of the deal?
Branislav: The accretion of Komercijalna Banka by NLB creates the third better coffer in Serbia and a bounded juggernaut. Quoting NLB CEO Blaz Brodnjak: “NLB’s operations in Serbia will be by far the better alfresco of Slovenia, underlining the acceptation of the corresponding transaction for the bounded systemic cyberbanking institution.” Prior to COVID-19, this was already a covering transaction. With the alliance of the cyberbanking area that is acceptable to chase the COVID-19 crisis, this transaction gives NLB a able belvedere for connected cardinal growth.
Aleksandar: The privatization of Komercijalna Banka is the largest-ever privatization in the Serbian cyberbanking sector, both in agreement of transaction amount and the cardinal accent of Komercijalna Banka for the Serbian system. It is a transaction that will decidedly change the Serbian cyberbanking arrangement in the years to come.
This Article was originally appear in Issue 7.9 of the CEE Acknowledged Affairs Magazine. If you would like to accept a adamantine archetype of the magazine, you can subscribe here.
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