The Slovenia Times

The Fear of Agrokor


In a letter published online by the business daily Finance, the sellers ask Mercator's management for its full cooperation arguing that lack of information that should be provided to Agrokor's partners is blocking progress in the sale process.

The sellers express understanding for Mercator's management's position that the disclosure of confidential information to its main rival could be detrimental, and could go against restrictions by the competition protection legislation.

Making a reference to negotiations on a revised list of the documents required for Agrokor to carry out due diligence, the sellers say that the "documentation required only represents basic information that is needed for such a transaction".

"Agrokor has assessed that the information required can be disclosed without any effect on Mercator's long-term interests as all questions related to its operations have been removed from the list of the required documentation."

The disclosure of the documents required would be made simultaneously with the due diligence by Agrokor's partners, that is the international financial institutions IFC, EBRD and One Equity Partners.

The consortium of sellers led by the NLB bank moreover insists that Mercator's management can rest assured that the partners intend to supply Agrokor with the finances for the takeover and will be actively involved in the managing of Mercator once the transaction is completed.

The sellers also enclosed with the letter standard non-disclosure agreements by the partners and lists of required documentation for due diligence, expressing the view that the negotiations could be made much shorter if standard non-disclosure agreements were used as a basis.

"The closure of the mentioned agreements would enable Agrokor's partners to access documents that will not be disclosed to Agrokor, while at the same time enabling Agrokor's partners and creditors to appoint consultants (financial, legal and business) needed for the examination of the documents."

The sellers assure Mercator's management that Agrokor will not be briefed on reports of due diligence that will be performed by its partners "without prior examination, approval and editing of confidential information by Mercator".

The EBRD, IFC and One Equity Partners have also confirmed that they are being represented in the negotiations and the structuring of the transaction by Agrokor and JP Morgan. The management of Mercator is asked to conduct all communication with Agrokor and its partners through the seller's financial consultant ING.

The sellers moreover ask the management of Mercator to let them know whether it can provide the data required for due diligence within two to three weeks and to notify them of the date when the information can be disclosed.

Insisting that they are careful to protect Mercator's interests, the sellers reiterate that Agrokor, in cooperation with its partners, is the best potential long-term shareholder of Mercator, which is why they believe the management should do everything necessary in support of the transaction.


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