Pursuant to the Article 33 of the Law on Privatization ("Official Gazette of RS" nos. 83/14, 46/15, 112/15 and 20/16 - Authentic interpretation), Article 11 of the Decree on Strategic Partnership ("Official Gazette of RS" nos. 129/14, 75/15 and 16/16) and the Conclusion of the Government of the Republic of Serbia 05 no. 023-3041/2016 dated 25 March 2016, the Ministry of Economy (hereinafter: Ministry) announces:
PUBLIC INVITATION
for the selection of strategic partner for the Joint Stock Company Galenika for production of medicines, dentals, antibiotics, pharmaceutical raw materials, para-pharmaceutics, veterinary products and additives Belgrade (Zemun), ID no. 07726325
(hereinafter: Public Invitation)
Procedure Code: JP 2/16
The Ministry hereby invites all domestic or foreign legal entities interested to submit their applications for participation in the process of privatization of the Joint stock company Galenika for production of medicines, dentals, antibiotics, pharmaceutical raw materials, para-pharmaceutics, veterinary products and additives Belgrade (Zemun), ID no. 07726325, (hereinafter: Privatization Entity) through model of strategic partnership, by method of public collection of bids (hereinafter: Application).
1. Strategic partnership implementation
The process of privatization of the Privatization Entity shall be implemented through model of strategic partnership by capital increase by pecuniary stake of the Privatization Entity and method of public collection of bids in accordance to which the Strategic partner shall acquire 25% of the share capital of the Privatization Entity.
2. Information about the Privatization Entity
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Business name |
JOINT STOCK COMPANY GALENIKA FOR PRODUCTION OF MEDICINES, DENTALS, ANTIBIOTICS, PHARMACEUTICAL RAW MATERIALS, PARAPHARMACEUTICS, VETERINARY PRODUCTS AND ADDITIVES BELGRADE (ZEMUN) |
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Shareholding structure (CSDCH) |
Republic of Serbia 70,00000% 700.000 shares Shareholders’ Fund JSC Belgrade 15,01870% 150.187 shares Other shareholders 14,98130% 149.813 shares Total: 100,00000% 1.000.000 shares |
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Registered share capital (SBRA) |
Inscribed pecuniary capital EUR 14,321,295.14 EUR 7,550,569.62 EUR 104,146,663.01 Paid in pecuniary capital EUR 104,146,663.01, 07.07.2006. EUR 7,550,569.62, 08.11.2007. EUR 14,321,295.14, 27.10.2006. |
3. Qualification Requirements
The Strategic partner may be domestic or foreign legal entity. The domestic or foreign legal entities may form the consortium in respect of the strategic partnership (hereinafter: Consortium) and authorize one person or entity to represent it.
The interested Strategic partner, which has signed the Confidentiality Agreement, has purchased the Privatization Documents and fulfils the following Qualification Requirements, has the right to submit an Application:
1. no prohibition or injunctions regarding the performance of registered business is in force at the time of Application submission in accordance with this Public Invitation;
2. if a Strategic partner is an entity registered in the Republic of Serbia, the confirmation regarding the payment of all due taxes, contributions and other public fees is required;
3. the Strategic partner, or its controlling shareholder, or members of the Consortium have realized the revenue in the previous fiscal year of at least EUR 50 million, or have assets under control of at least EUR 100 million;
4. has secured at least 5 managers to be entrusted with the management of the Privatization Entity during the strategic partnership, each of which has at least 10 years of professional experience (minimum 5 years of experience in management of pharmaceutical companies and / or in activities related to financial or operational restructuring).
The Strategic partner has to fulfil conditions prescribed by the Article 12 of the Law on privatization.
The Qualification Requirements fulfilment procedure is further defined in the Instructions to Bidders.
4. Application ranking criteria
The Application ranking criteria are the following:
1) Financial criteria:
- The capital increase amount to be contributed to the share capital of Privatization Entity entitling the Strategic partner to 25% of shares in the Privatization Entity. The capital increase amount cannot be less than EUR 7 million;
- The proposed percentage of the sale-purchase price to which the Republic of Serbia and Shareholders’ Fund JSC Belgrade shall be entitled upon joint sale of shares in the Privatization Entity with Strategic partner. This percentage cannot be less than 50%.
2) Technical criteria:
- The proposed minimal number of employees to be employed by the Privatization Entity during the Strategic partnership.
The evaluation methodology for the Application ranking criteria is further defined in the Instructions to Bidders.
5. Purchase of Privatization documents
The Privatization documents include:
- Information Memorandum;
- Instructions to Bidders;
- Other information and documents necessary for implementation of the procedure.
The Privatization documents shall be available as of 11 April 2016.
The fee for purchase of Privatization documents is RSD 300.000,00.
A written request for purchase of Privatization documents (hereinafter: Request), shall be submitted to the Ministry in writing by mail to the address Kneza Miloša no. 20, 11000 Belgrade, Republic of Serbia and via e-mail to the addresses nadezda.curcic@privreda.gov.rs and sanja.grubic@privreda.gov.rs, with clear reference "Request for Purchase of Privatization Documents - procedure code JP 2/16“, at latest until 22 April 2016 until 15.00 h (local time in the Republic of Serbia).
The request must contain all the contact details of the Applicant (full name, address, registration number and tax identification number, e-mail address, telephone and fax), or it shall otherwise be considered irregular and the Ministry will not respond to it.
Upon receipt of the valid request, the Applicant’s authorized person shall be enclosed via e-mail with the payment instructions regarding the Application and the Confidentiality Agreement for execution.
After payment of the Privatization documents fee, submission to the Ministry of duly signed Confidentiality Agreement and evidence on authorization for the person that signed the Confidentiality Agreement, the Ministry shall deliver to Applicant the Privatization documents by mail, e-mail or hand it over in person to an authorized representative of the Applicant at the Ministry’s premises. The Ministry shall not be liable for any loss or delay in delivery of any document.
6. Submission of Applications
The final deadline for submission of Applications is 4 May 2016, until 15:00 hours (local time in the Republic of Serbia).
The Applications shall be submitted to the Ministry in a closed envelope, all in accordance and in the manner set forth in Instructions to Bidders and Public Invitation. The Applications that do not contain evidence of fulfilment of Qualification Requirements from this Public Invitation, will not be considered.
Form and content of Applications, including form and content of the Applicant’s statement on compliance with the Qualification Requirements for the status of Strategic partner are more precisely defined in Instructions to Bidders.
7. Deposit
All interested parties are obliged provide the deposit in the amount of EUR 100.000,00.
The deposit can be paid in money or by enclosure of the first class bank guarantee.
The deposited amount is not subject to calculation of interest.
8. Other relevant information
The state creditors of the Privatization Entity are obliged to convert their claims into the share capital of the Privatization Entity upon signing the Agreement on strategic partnership, in accordance with the Decision to be adopted by the Government of the Republic of Serbia.
The Republic of Serbia and state creditors shall conclude with the Privatization Entity the Agreement on debt restructuring in accordance to which:
- the current and future claims of the Republic of Serbia towards Privatization Entity based on guarantees of the Republic of Serbia; and
- the claims of state creditors as of the date of execution of the Agreement on strategic partnership which have not been subject of measure for disburdening of Privatization Entity;
shall become due upon realization of strategic partnership and shall be settled from proceeds of sale of the shares of the Republic of Serbia in the Privatization Entity or in other manner envisaged by the Agreement on strategic partnership.
Process of and obligations related to management of the Privatization Entity by the Strategic partner will be defined in the Agreement on strategic partnership.
The strategic partnership shall be realized in the period up to five years from the date of execution of the Agreement on strategic partnership.
9. Amendments to the Public Invitation
The Ministry reserves the right to amend any or all elements of this Public Invitation at any time and shall not bear any responsibility for potential expenses or damage caused by such amendments.
10. Questions and additional clarifications
For all questions related to this Public Invitation, interested parties may contact persons listed below, in Serbian or English language.
Ministry of economy
Republic of Serbia
Kneza Miloša no. 20
11000 Belgrade
Nadežda Ćurčić
tel: +381 11 30 20 847
E-mail: nadezda.curcic@privreda.gov.rs
Ministry of economy
Republic of Serbia
Kneza Miloša no. 20
11000 Belgrade
Sanja Grubić
tel: +381 11 30 20 833
E-mail: sanja.grubic@privreda.gov.rs
