T-HT’s Optima takeover approved by competition authority, subject to conditions

8 Apr 2014

Croatia’s former monopoly telco T-Hrvatski Telekom (T-HT) has received approval for its plan to take over management control of alternative fixed network operator Optima Telekom (OT) by the Croatian Competition Agency (AZTN), although it stipulated additional requirements to be met. As reported on StockMarketWire, T-HT submitted a request to AZTN for approval of the concentration with OT in June 2013, based on a proposal for the financial and operational restructuring of OT as part of its pre-bankruptcy settlement procedure, under which, alongside other creditors, OT’s two largest creditors – Zagrebacka banka and T-HT – would convert their claims into Optima’s share capital. Under the plan, Zagrebacka banka and T-HT concluded a contract regulating their relationship with respect to OT after the implementation of OT’s pre-bankruptcy settlement in such a way that the bank, although OT’s largest shareholder, will transfer its management rights to T-HT. AZTN ruled that the duration of the concentration of T-HT and OT shall be limited to a period of four years, starting from T-HT’s acquisition of control; upon expiry of the third year of the concentration, T-HT shall initiate a sales procedure for all its shares in OT, wherein it shall also have the right to sell OT shares held by Zagrebacka banka. After the expiry of the four-year concentration period, the contract between the bank and T-HT will end, as will T-HT’s control over Optima, and T-HT must transfer its management rights to either Zagrebacka banka or a third party unaffiliated to T-HT (while authorising the bank to sell T-HT’s OT shares).

Croatia, Hrvatski Telekom (HT), Optima Telekom (incl. H1 Telekom)