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Mercator, d.d.
Pivovarna Laško, d.d.
NLB, d.d.
Unicredit banka Slovenija, d.d.
NKBM, d.d.
Gorenjska banka, d.d.
Abanka, d.d.
Banka Koper, d.d.
Hypo Alpe-Adria-Bank, d.d.
Dunajska cesta 107
p.p. 3234, 1001 Ljubljana
Slovenija
Telefon: (01) 560 11 95
Telefaks: (01) 560 10 74
http://www.mercator.si
Datum: 31.03.2011
Naš znak: PVDM-01/2011
Subject: Support of the company Mercator, d.d., to an international sale process for the sale of
a controlling block of shares of the company in order to stabilize the ownership
structure by obtaining an appropriate development-oriented strategic partner and to
maximize benefits of all shareholders
Dear Shareholders!
Since the beginning of 2010 onwards different groups of shareholders, being direct recipients of this
letter, have undertaken the activities by which they have expressed their interest for the sale of
significant blocks of shares of the company Mercator, d.d., namely:
1. at the beginning of 2010 a 36% block of shares was put for sale by the consortium of
shareholders: NLB, d.d., Unicredit banka Slovenije, d.d., Banka Celje, d.d., Gorenjska banka,
d.d., Abanka, d.d., NKBM, d.d., Banka Koper, d.d., and Hypo Alpe-Adria-Bank, d.d.;
2. in autumn 2010 an 11% block of shares was on sale by NLB, d.d., itself;
3. at the beginning of 2011 a 23% block of shares was put for sale by the companies within the
Pivovarna Laško Group.
With the latter sale process in which the Pivovarna Laško Group is selling almost a quarter ownership
stake, and with regard to past actions of the stated important owners it has become very likely that the
majority block of shares of the company Mercator d.d. is on sale.
Naziv dokumenta: Dopis
ID: TMP-05-0007 v-10
Poslovni sistem Mercator,d.d., skrajšana firma Mercator, d.d., je bil vpisan v sodni register dne 12.10.1995 pri Okrožnem sod išču v Ljubljani, št. vložka 1/02785/00, Srg 95/04113;
predsednik nadzornega sveta družbe je g. Robert Šega; znesek osnovnega kapitala je 157.128.514,53 EUR
This new situation has apparently been detected by some interested strategic investors – trade
buyers from the EU which have expressed their preliminary interest with regard to this in the
recent weeks.
Based on the preliminary information from potential strategic investors and with regard to advice by
financial experts it is reasonable to expect that an international process for the sale of a majority block
of shares of the company Mercator, d.d., under the following starting points:
 a block of at least 50% of shares of the company Mercator, d.d., is formed, alternatively a 75%
block of shares of the company;
 company Mercator, d.d., enables potential strategic investors to perform due diligence, and
 the sale process is run by internationally recognised coordinators under the principles of good
practise and professionalism, as well as equivalent treatment of all potential investors;
could attract a larger number of reputable international strategic investors – trade companies,
thereby rendering possible a competitive sale process which:
1. would maximize the economic benefits of all shareholders of the company Mercator, d.d.,
and
2. would at the same time allow to explore a possibility to attract various adequate strategic
partners for the Group Mercator as the leading trade company in the region.
Due to the stated new circumstances the Management Board of the company, upon consulting with
legal and financial experts has estimated that it is its duty to inform shareholders with all the
circumstances that may affect economic interests of the shareholders and of the company.
Therefore with this letter and in order to maximize benefits of more than 16,000 shareholders and to
ensure stabilisation of the company's shareholding structure the Management Board of the company
expresses its readiness within possibilities to prepare and enable the due diligence of the Mercator
Group, guided tours of stores and other business premises, as well as management meetings in
the context of performing an international sale process for the sale of a controlling block of shares,
ensuring equivalent treatment of potential investors. In such way, in line with the international good
practises potential investors will be able to limit their risk which normally positively affects economic
elements of a transaction.
Due to the facts:
 that the sale of a majority block of shares usually ensures a control premium which is in
interest of all shareholders of the company Mercator, d.d., while the sale of a minority block
does not usually render it possible;
 that the sale of approximately 25% ownership share of a company to a strategic investor for the
reason of obtaining an important governance influence (negative control) potentially decreases
interest of financial or strategic investors for the remaining shares, meaning that from a
commercial&economic perspective and in light of a management with due care the sale of
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shares in a majority block seems very logical, especially when such block of shares can be
formed;
that in order to attract a larger number of international potential strategic investors a majority
block of shares needs to be formed and at the same time put for sale in an unified sale process;
that a transparent sale process is necessary in which a company being the subject of the sale
also participates by enabling the due diligence and providing other activities, if more
international potential strategic or financial investors are to be obtained for the process;
we propose to the important shareholders of the company who in a recent past had already
expressed the interest for the sale of their packages of shares to consider a possibility of carrying
out an international sale process for the sale of a controlling block of shares of the company
Mercator. Such a process would be to the extent possible supported by the company Mercator in
order to stabilize its ownership structure and to maximize benefits for all shareholders, large as
well as small ones.
Small shareholders do not have the chance to directly influence the sale process due to which the
company’s duty is, to the extent possible to protect also small shareholders’ interests in light of
the consequences of decisions made by individual large owners.
We estimate that an international sale process for the sale of a majority block of shares can be
completed no later than 31st of December 2011.
For coordination of all necessary activities on Mercator’s side in the case of an international sale
process for the sale of a majority block of shares of the company Mercator, d.d., the Management
Board of the company Mercator, d.d., has appointed the international financial institution Société
Générale present also in Slovenia through SKB banka. For this purpose Société Générale nominated
Mrs. Cvetka Selsek, President of the Board of Directors of SKB as its project team coordinator. The
Management Board of the company Mercator, d.d., has awarded a mandate to Société Générale for
performing discussions with shareholders relating to creation and execution of an international sale
process for the sale of a majority block of shares of the company.
This letter has been circulated directly to all the company’s shareholders who with their activities in
the recent period have expressed their interest for the sale of important blocks of shares of the
company Mercator, d.d.; to provide information to all shareholders its has also been published on the
stock exchange notification system.
Žiga Debeljak, MsC
President of the Management Board