On September 23, 2022, CEE Legal Matters reported that Zivkovic Samardzic had advised both companies on the Titan Cementara Kosjeric merger with its affiliate Stari Silo Company. CEELM reached out to Zivkovic Samardzic Partner Igor Zivkovski to learn more about the deal.
CEELM: At what stage did your team become involved in this project and how did you land the mandate?
Zivkovski: We were included in this merger from the very beginning, even during the phase of exploring and analyzing legal, tax, and commercial aspects of this transaction. Speaking of this particular mandate, it was natural for our team to provide full support on this deal since our law office has represented and advised Titan Cementara Kosjeric from the moment when it became part of the Titan Cement Group, which was more than 20 years ago.
CEELM: What was your mandate specifically? What aspects of the deal did your team advise on?
Zivkovski: We structured the transaction, prepared all documentation necessary for the implementation of this status change, and assisted with the signing and closing process as well as with the registration process with the Business Registers Agency. Our team drafted the Merger Agreement and all accompanying documents, including but not limited to corporate approvals, directors’ statements, and new Articles of Association of Titan Cementara Kosjeric. The execution of a merger is quite a complex process in Serbia, mainly due to the comprehensive set of documents that are required, but also having in mind that it can be implemented solely in two phases – the first one, which is dedicated to the protection of creditors of the merging companies and consists of publishing the draft Merger Agreement with the Business Registers Agency and sending written notices to the known creditors with individual claims amount to at least RSD 2 million, and the second one, which is the actual registration of the merger and can be implemented only after 60 days have elapsed since the first phase.
CEELM: What about within the team itself? Who took charge of what within the Zivkovic Samardzic team working on this?
Zivkovski: Since the core part of this merger consisted of corporate and commercial law matters, I was in charge of most of the work. However, I would like to express my gratitude to the directors of both companies, as they actively participated in the preparation of the merger documentation and provided us with all the necessary information in a timely manner.
CEELM: What would you say was the most complex aspect of the merger from a legal perspective?
Zivkovski: Preparing the Merger Agreement and ensuring that it contains all the necessary and relevant elements were the most challenging part from a legal perspective. A merger is a very formal process and any, even the smallest mistake in the process itself or in one of the merger documents, would lead to the merger process going back to the very beginning.
CEELM: And, looking back, what would you say ran particularly smoothly? What do you believe contributed to this?
Zivkovski: The structuring of the transaction and arranging all important details of this process with the merging companies ran very smoothly and efficiently. Since this is the most important step in the merger process, when the foundations are well-laid, the implementation itself becomes simple and fast.
I believe that the main reason lies in our long-term cooperation and excellent understanding of Titan Cementara Kosjeric. This is exactly what allowed us to create a clear and precise action plan, which we consistently adhered to, and thanks to that, we carried out this process without any difficulties.