On February 15, 2023, CEE Legal Matters reported that NKO Partners had advised a group of Saga’s minority shareholders on Noventiq's buyout of their equity. CEELM reached out to NKO Partners Founding Partner Djordje Nikolic to learn more about the matter.
CEELM: At what stage did the NKO team become involved in the deal?
Nikolic: The NKO team (Djordje Nikolic and Srna Popovic) was involved from the word ‘go’ from the seller’s side! We were engaged from the moment they received the letters of intent from the buyer.
CEELM: How did you get the mandate – was this a new client or return business?
Nikolic: One of the sellers is a longer standing client of NKO's. They reached out to us for support. The other shareholders had heard about the excellent advice that was being given. Accordingly, NKO met with all the other shareholders individually, and each one of them agreed to be represented by us. We were able to deal with each individual's concerns separately, as well as dealing with them as a group, only when it was expedient and necessary.
CEELM: What exact aspects did NKO Partners advise on and who took the lead on each part internally?
Nikolic: NKO Partners helped negotiate the terms of the deal and then drafted, negotiated, and completed all the relevant transactional documentation including the share purchase agreement, share transfer agreement, amendments of shareholders’ agreement, pre-emptive right waivers, spouses’ consent, etc. I led the deal and was heavily involved in the initial meetings, negotiations, and drafting. Srna Popovic, our lead Senior Associate, finalized the documents and coordinated their collection for signing and closing.
CEELM: What would you say was the most complex aspect of the deal?
Nikolic: Structuring the payment mechanism from abroad proved to be quite tricky – as was the registration of the new shareholders with the Serbian Business Registration Agency. You have to bear in mind that the new shareholders could not be registered before all six sellers had received and confirmed receipt of the full purchase price.
CEELM: On the flip side, what do you believe went particularly smoothly and why?
Nikolic: Closing this deal, which had so many parties, actually ran very smoothly. Organizational skills were key, bearing in mind we had to coordinate six sellers, five spouses of the sellers, one buyer, and four other shareholders (that had to sign waivers). Clear communication was essential, as was the ability to help organize all parties involved. This was all made easier due to the excellent relationship that we had with the client and the opposing counsel, which was very useful and appreciated.