Wolf Theiss

Wolf Theiss has advised Deutsche Bahn Group and its Slovenian subsidiary, Arriva Dolenjska in Primorska, in the acquisition of a majority of shares in the Slovenian bus operating company Alpetour - Potovalna agencija d.d.

VIENNA - 16 September 2015 – Wolf Theiss has advised Deutsche Bahn Group and its Slovenian subsidiary, Arriva Dolenjska in Primorska, in the acquisition of a majority of shares in the Slovenian bus operating company Alpetour - Potovalna agencija d.d.

With this deal, Arriva Dolenjska, a subsidiary of Deutsche Bahn Group, will acquire a controlling stake in Alpetour, a Slovenian bus and tour operator. A consortium of stockholders owning 59.21% of in the company signed an agreement to commit to sell their shares after a series of negotiations involving Wolf Theiss offices in Ljubljana and Vienna. The Slovenian Competition Protection Agency (SCPA) has approved the takeover agreement.

The agreement opens up the possibility of a public takeover procedure for Arriva to acquire 100% of shares in Alpetour (including the consortium's portion), pending the fulfilment of certain conditions. The current deal is valued at EUR 25m, with shares of Alpetour fetching EUR 55 each.

Wolf Theiss, acting on behalf of Deutsche Bahn Group and Arriva, provided due diligence on the target group, drafting and negotiations of the agreement with regard to the possible acquisition of a major shareholding, advice on aspects of takeover law, competition analysis as well as filings in several jurisdictions, including Slovenia. The deal provides for a direct takeover bid of all shares in one single phase, foregoing the need for two separate phases (the SPA for majority shares followed by a takeover bid procedure for remaining shares). The transaction also provides a formula that accounts for dividend payments during the takeover bid. If this is implemented, it would be the first structure of its kind in Slovenia.

Christian Mikosch, Partner at Wolf Theiss Vienna, headed up the Wolf Theiss team. Laura T. Štruc (Partner), Peter Zorin (Associate), Teja Balažic (Senior Associate), Petra Jermol (Associate), Tjaša Golobič (Associate), Matevž Smole (Associate), Tina Steinman (Associate) and Mojca Ilešič (Associate) advised from the Wolf Theiss office in Ljubljana. Guenter Bauer (Partner), Paul Hesse (Senior Associate, both Wolf Theiss Vienna) and Klemen Radosavljević (Counsel, Wolf Theiss Ljubljana) advised in matters concerning competition law.

For further information please contact

Barbara Fürchtegott
Barbara
Fürchtegott
Public Relations & Communications Manager
T. +43 1 51510 3808
Schubertring 6
1010 Vienna
Austria

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