, Stran 6144
1. The subject matter of this Public Invitation is the invitation for expressions of interest in the process of sale of a total of 3,211,119 ordinary registered non-par value shares of Telekom Slovenije d.d., the majority state-owned telecommunication company (“the Company”) owned by the Republic of Slovenia and the state funds Kapitalska družba d.d., Kapitalska družba d.d. – PPS and Slovenska odškodninska družba d.d. (“the Sellers”), representing 49.13% of the issued shares of the Company, which will be sold in a package via a two-stage international tender process. The transaction may be carried out in a single step or in two steps (with a first closing with respect to 35.13% of the issued shares and a second closing with respect to 14% of the issued shares three years following the first closing).
2. UniCredit, through CA IB Corporate Finance finančno svetovanje, d.o.o. as the entity within UniCredit Group responsible for this assignment (“the Advisor”), is the exclusive financial advisor to the Republic of Slovenia in the sale of its direct and indirect 49.13% stake in the Company. The Advisor, on behalf of the Committee that is authorized to carry out certain steps in the procedure on behalf of the Sellers, is requesting Expressions of Interest in respect of the proposed sale by an international public tender of 49.13% of the share capital of the Company.
3. To qualify as registered bidders, interested parties will be asked to: (i) provide contact details and certain corporate documents; (ii) sign a Confidentiality Agreement in a form acceptable to the Committee and (iii) pay a non-refundable application fee of EUR 10,000. Detailed information on the bidder registration procedure is contained in the Bidder Registration Instructions, which will be provided upon request by the contact persons below. Interested parties who wish to be considered as registered bidders must complete a valid application to qualify as registered bidders by September 28, 2007.
4. The international solicitation of Bids will be effected via a two stage tender process: (i) in the first stage, registered bidders will be invited to submit non binding bids based on review of an information memorandum; (ii) in the second stage, shortlisted registered bidders will be invited to submit binding bids on the basis of a due diligence review of the Company, vendor due diligence report (financial, tax, organizational and legal) and other transaction documents. The Committee reserves the right to also introduce a third bidding round (auction) pursuant to the Individual Program of Sale of the Shares of the Republic of Slovenia in Telekom Slovenije d.d., the Decree on Sale and Other Forms of Disposing of Financial Assets of the State and Municipalities, and a decision of the Committee regarding criteria, conditions and process. The ultimate purchaser will be obliged to make a mandatory takeover offer for the remaining shares of the Company in accordance with the Takeover Act, other applicable law, and the transaction agreements.
5. The Committee reserves the right to cancel, amend or extend the tender or any of its stages. Subject to the foregoing, the tentative timetable of the tender is as follows: (i) the deadline for submission of non binding bids by registered bidders is October 15, 2007; (ii) shortlisted bidders will be invited to perform due diligence of the Company in November 2007; (iii) the deadline for submission of binding bids is anticipated for early December 2007; (iv) signing of transaction agreements is envisaged for late December 2007/early January 2008.
6. Non binding bids have to be prepared by registered bidders in the form as described in the Tender Specifications (which will be provided to registered bidders) including among others the following: (i) the completed Non Binding Bid Elements form which includes a financial (price) offer and a technical offer that sets out how and to what extent the bidder intends to accomplish the privatization goals of the Republic of Slovenia; (ii) statement and documents on the bidder’s credentials and competence in connection with the execution of similar transactions and ability to manage similar businesses; (iii) information documenting adequate internal or external resources to finance the transaction; and (iv) information on any approvals necessary for the bidder to complete the transaction. Binding bids will have to contain, among others, a binding financial and technical offer including (among other elements) a proposal of transaction agreements the bidder is prepared to execute if selected preferred bidder, prepared on the basis of draft transaction agreements as proposed by the Committee. Registered bidders will have the opportunity to submit (a) a bid for the acquisition of 49.13% in single step, (b) a bid for the acquisition of 49.13% in two steps, or (c) a bid for each of the two alternatives.
7. Non binding bids must be submitted by registered bidders to the Committee, to the following address: The Republic of Slovenia, The Committee for Management and Supervision of the Sale of an Equity Participation of the Republic of Slovenia in Telekom Slovenije d.d., Ministry of Economy, Kotnikova 5, 1000 Ljubljana, Slovenia.
Only non binding bids received by the Committee by October 15, 2007, at 3.00 p.m. Ljubljana time will be given due consideration by the Committee.
8. In the evaluation of non binding bids, the Committee shall assign financial offers up to 70 points and technical offers up to 30 points, out of total of 100 points. Bids for a two-step sale shall be assigned 3 additional points. In cases where two (or more) bids are allocated the same number of total points or the difference in total points is less than 5, preference will be given to bidders offering a cross-shareholding solution as indicated in the Individual Program of Sale of the Shares of the Republic of Slovenia in Telekom Slovenije d.d (available on the web site of the Ministry of Economy http://www.mg.gov.si in the Slovenian original and convenience translation into English) and in the Tender Specifications. The Committee reserves the right to shortlist none, some or all of the registered bidders. The Tender Specifications contain further details concerning non-binding bid evaluation. In the evaluation of binding bids, the most important criteria will be price offered. The detailed criteria, conditions, procedures and other details related to the binding bid stage will be communicated to shortlisted registered bidders by way of a process letter as adopted by the Committee.
9. Further information on the sale process and its timetable, content and submission of bids, and evaluation criteria is contained in the Tender Specifications that will be provided to registered bidders.
10. The Sellers explicitly disclaim any obligation to enter into any agreement with any bidder. The Sellers further reserve the right to modify or terminate the sale process, declare the tender unsuccessful, refuse or declare as invalid any bid at any time, without any explanation and without any liability of the Committee, the Sellers, the Government of the Republic of Slovenia, the Advisor, the Company or any of their respective affiliates, employees, agents, advisors, directors or representatives, to any registered bidder or any other party.
11. Any finally negotiated transaction documents will only enter into legally binding effect when and if the Government of the Republic of Slovenia, the supervisory board of Kapitalska družba d.d. and the management board of Slovenska odškodninska družba d.d. have granted their explicit consents.
12. Expression of interest in respect of and inquiries related to the sale process or matters addressed in this public tender announcement, can be obtained from any of the following individuals:
Draga Cukjati, Director, Email: firstname.lastname@example.org, Sergej Požar, Director, Email: email@example.com, Telephone: +386 1 234-00-00, Fax: +386 1 234-00-06, Florian Potyka, Director, TMT, Email: firstname.lastname@example.org.