MERCATOR, d.d., Ljubljana
Opinion of the management board of the target company
Pursuant to the Rules and Regulations of the Ljubljana Stock Exchange, d.d, and the applicable legislation, the company Poslovni sistem Mercator, d.d., hereby announces the following:
Pursuant to the Article 34 of the Takeovers Act (Official Gazette of the RS, No. 79/06 with amendments; “ZPre-1”), the management board of the company POSLOVNI SISTEM MERCATOR d.d., with business address Dunajska cesta 107, 1000 Ljubljana, registration number: 5300231000 (hereinafter referred to as the “target company”), publishes within 10 days from the publication of the takeover offer the following opinion of the management board of the target company, regarding the content of the takeover offer and the prospectus published on 26 May 2021 in the newspaper Delo by the acquirer FORTENOVA GRUPA dioničko društvo za upravljanje, with business address Marijana Čavića 1, 10000 Zagreb, Croatia (hereinafter referred to as the “acquirer”):
1. Assessment of the effects that the possible implementation of the takeover offer will have on the realization of all interests of the target company, in particular employment, and assessment of the strategic plans of the acquirer for the target company and their possible consequences for employment and places of business as specified in the prospectus
In the takeover offer and the prospectus, the acquirer states that by publishing the takeover offer it is fulfilling the obligations in accordance with ZPre-1, which it has due to reaching the takeover threshold. According to the acquirer, the aim of the takeover offer is to acquire as many shares of the target company as possible, whereby in the event that the acquirer achieves a sufficient number of voting rights, the completion of the takeover procedure may be followed by the squeeze-out of the minority shareholders. On the day of the publication of the takeover intention, the acquirer held 88.1 % of all shares of the target company, which means that the process of consolidating the ownership structure of the target company would continue with the implementation of the takeover procedure.
As follows from the takeover offer and the prospectus, the acquirer intends to consolidate and integrate all business functions in the acquirer's sales division in accordance with the acquirer's general business policy after the acquisition of the target company, while exploring the best options for achieving synergies and related savings in procurement, IT, governance structure and business processes in the supply chain and logistics. According to the acquirer’s statements, it is planned that part of the savings from synergies will be invested in improvements of the target company and its subsidiary, and that the target company will have additional benefits from sales excellence centers at the level of the acquirer’s group.
With regard to the financing of the takeover, the acquirer states, inter alia, that it will finance the takeover with its own liquid resources and that it did not undertake to pledge or collateralize the assets of the target company to pay for the target company's shares.
It follows from the acquirer's statements regarding the employment policy that a successful takeover offer will not affect the existing jobs of the employees and management of the target company and that no changes in employment are planned immediately after the completion of the takeover. Given that the offer and prospectus do not contain information on the possible relocation of the registered office or place of business of the target company, the management board of the target company believes that no significant changes are expected in this area.
Based on the statements of the acquirer in the takeover offer and the prospectus, the management board estimates that the implementation of the takeover offer will have a positive impact on the realization of all interests of the target company and is thus in the interest of the target company. The management board of the target company considers the strategic plans of the acquirer as useful and appropriate for the target company. In recent years, the target company has managed to successfully restructure financially and commercially through a number of activities. Namely, the target company managed to achieve key strategic goals in a relatively short time, especially at the level of increasing revenues, business performance, increasing market shares and reducing indebtedness. A successful takeover offer will also complete the ownership restructuring of the company. With the new stable owner, the target company will be provided with stability, and above all, the target company will be enabled faster growth, higher business performance. The target company will also be provided with a new investment cycle, especially in the field of logistics, which is a key factor in the business success of the business. The success of the takeover offer is also in the interest of employment security and stability, further development of the entire supply chain and, last but not least, in the interest of all countries and local communities in the markets where the target company operates.
2. Disclosure of the content of any agreement between the acquirer and the management of the target company regarding the takeover offer
There is no agreement between the acquirer and the management board of the target company regarding the takeover offer, but the management board explains that Fabris Peruško, member of the board of directors and Chief Executive Officer of the acquirer, Sergei Volk, member of the board of directors of the acquirer, and Ivica Mudrinić, member of the board of directors of the acquirer, are also members of the supervisory board of the target company.
3. Disclosure of the content of any agreement between the acquirer and the management of the target company on the manner of exercising the voting right from securities already held by the acquirer
There is no agreement between the acquirer and the management board of the target company on the manner of exercising the voting right from securities already held by the acquirer.
4. Statement regarding the possible acceptance of the takeover offer by the members of the management of the target company who are holders of the securities to which the takeover offer relates
None of the members of the management board of the target company is the holder of shares of the target company with the code MELR and ISIN code SI0031100082, which are the subject of the takeover offer.
5. Reasoned information on the last audited annual report of the target company with an indication of the book value of the voting shares to which the takeover offer relates
The last audited annual report of the target company, relating to 2020, was adopted on 22 April 2021 at the regular meeting of the supervisory board of the target company and is publicly available on the target company's website (https://www.mercatorgroup.si/assets/Annual-reports/Annual-report-of-Mercator-Group-and-the-company-Poslovni-sistem-Mercator-d.d.-2020.pdf).
The last publicly announced audited book value of the target company's share as at 31 December 2020 amounted to EUR 60.5.
As at 31 December 2020, the target company employed 9,216 employees (as of that date, 20,960 employees were employed in the entire group of the target company). The management board of the target company forwarded the opinion of the management of the target company on the takeover offer at the same time as the announcement to the representative of the employees of the target company, i.e. the president of the workers' council Ms. Vesna Stojanović. Until the date of publication of this opinion, the management board of the target company has not received a separate opinion from the representative of the employees on the effects of the takeover offer on employment – if it will receive such a separate opinion later, it will publish it at that time.
This opinion will be published on 4 June 2021 on the target company's website www.mercatorgroup.si and on SEOnet.
Poslovni sistem Mercator d.d.
Tomislav Čizmić, president of the management board
Draga Cukjati, member of the management board
Igor Mamuza, member of the management board