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Deal 5: MSIN Group Corporate Legal Advisor Tina Bacic on Acquisition of Neograf

Deal 5
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On April 1, 2021, CEE Legal Matters reported that ODI Law had advised the MSIN Group on the acquisition by member company EGP of a 75.11% stake in Croatia-based cardboard packaging manufacturer Neograf from Croatian entrepreneur Dusan Boras. CEE In-House Matters spoke with Tina Bacic, Corporate Legal Advisor at MSIN Group, to learn more about the matter. 

CEEIHM: Tell us a bit about the MSIN Group.

Tina: MSIN Group is a private equity group, located in Slovenia, that focuses on opportunity investments in the share capital of middle to large, mostly, production companies. Our portfolio consists of companies that are involved in security printing, commercial printing and packaging, producing gasket materials and gaskets, metal solutions, the traffic and license plates business, innovative mobile solutions, production and sale of refractory materials, painting solutions, and brushes. Although the headquarters of our company is in Slovenia, we do stretch our business to global markets and our companies have established daughter companies abroad – within the EU, Africa, China, and the USA. Our beginnings date back to the year 2002 when two partners started with a few investments. Today, our network of companies employ more than 1,100 people, and we register a yearly revenue of approximately EUR 100 million. We are proud to be one of the largest and most successful private holdings in Slovenia, with a long-term ownership focus. 

CEEIHM: ODI Law recently advised MSIN on its acquisition of a 75.11% stake in Neograf. What made that particular target attractive to the MSIN Group?

Tina: Neograf d.o.o., located in Kraljevica, Croatia, was a particularly interesting investment for our company EGP d.o.o., from Skofja Loka, Slovenia, which is involved in commercial printing and cardboard packaging. 

With Neograf d.o.o. the business of cardboard packaging can be consolidated in terms of new markets and new sales opportunities. Besides Skofja Loka in Slovenia, the location in Kraljevica, Croatia, represents an additional production site, which adds value to our production potential, and which is particularly important for our customers from the pharmaceutical industry. By integrating Neograf d.o.o. into the MSIN group we have broadened the scope of our printing business with leaflets/instruction leaflets printing for the pharmaceutical industry. And, last but not the least, Neograf’s production site and building are quite new, and their knowledge combined with technically well-equipped production results in effective operations and keeps them up-to-date with trends in the industry.

CEEIHM: What are your plans for Neograf post-acquisition?

Tina: We would like to continue with their usual business operations, exchange know-how and maximize each other’s productivity through learning and sharing of each other’s best production practice and operations, implement new standards to broaden their scope of work and production potential, and bring some more business from markets where they were previously not present.

CEEIHM: What was ODI Law’s mandate and what legal challenges did you face on this cross-border deal?

Tina: ODI Law was appointed to help our legal team conduct the legal due diligence on some legal points, particularly in the fields where we assessed a potential higher risk connected to the need for knowledge of Croatian legislation. ODI Law is present in most ex-Yugoslav markets and therefore employs lawyers with knowledge and experience in the Croatian legal system and regulations as well. ODI Slovenia's M&A team also recently worked with us on another transaction, which was also connected to Croatian markets, which further encouraged us to use their services.

Finally, Primoz Mikolic, Head of M&A at ODI Law, led the legal part of negotiations on the SPA on our side. The greatest threat we saw to the deal was our lack of familiarity with Croatian legislation, but that was minimized through the help of the ODI team and their experience. As Croatia is our neighboring country and we can understand their language, our legal team did not face that many problems with studying their legislation and assessing open points/main risk factors. Ultimately, it was easier for us as, we are familiar with the mentality of Croatian people and their culture and values.

CEEIHM: Finally, why did you choose ODI Law as your advisor on this deal?

Tina: ODI Law has been our loyal business partner and legal advisor and supporter through the past ten years. We respect their work, and they respect our business experience. We believe that their lawyers can easily incorporate into our legal team and we both prosper through our business relationship.

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