Croatian incumbent T-Hrvatski Telekom (T-HT) has completed its move to take management control of alternative fixed network operator Optima Telekom (OT). T-HT has appointed a new chief executive officer for OT, and several new members have been elected to the firm’s board. As part of the deal, German-owned T-HT has acquired 5,203,098 shares of OT, or 9.23% of its share capital. T-HT announced in a press release that it has complied with all conditions of the Croatian Competition Agency (AZTN) to complete the move.
As previously reported by CommsUpdate, T-HT submitted a request to the 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, would transfer its management rights to T-HT. AZTN ruled that the duration of the concentration of T-HT and OT should 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).