Category: Croatia

  • Cytowski & Partners Advises Hypefy and Interactive Brokers on USD 1.7 Million Seed Round

    Cytowski & Partners has advised Hypefy and Interactive Brokers on a USD 1.75 million seed round for Hypefy that also saw Euroventures and Intercapital participate.

    Hypefy is developing an AI-powered platform connecting influencers with businesses to facilitate an automatic launch of Instagram marketing campaigns.

    The Cytowski & Partners team included Partner Tytus Cytowski and Associates Heide Fan and Kunal Kolhe.

  • CMS, Miskovic & Miskovic, BDK Advokati, Mamic, Peric, Reberski, Rimac, and Wolf Theiss Advise on Podravka’s Acquisition of Companies from Fortenova Group

    CMS’ Croatian affiliate Bardek, Lisac, Musec, Skoko, and Partners has advised Privredna Banka Zagreb as the leading mandated arranger, coordinator, and agent on a EUR 283 million club loan, which also included Erste & Steiermaerkische Bank, Zagrebacka Banka, and OTP Banka, for Podravka’s acquisition of companies from the Fortenova Group. Podravka also received a EUR 50 million equity investment from the EBRD, following the acquisition. Miskovic & Miskovic, BDK Advokati, and Gugic, Kovacic & Krivic advised Podravka. Mamic, Peric, Reberski, Rimac advised Fortenova Group. Wolf Theiss advised the EBRD. DLA Piper reportedly advised Podravka as well.

    Podravka and Fortenova are food companies.

    According to Bardek, Lisac, Musec, Skoko, and Partners, “Podravka has acquired companies from Fortenova Group’s agriculture division including Belje, Pik Vinkovci, Vupik, Energija Gradec, Belje Agro-Vet, and Felix, with a total valuation of EUR 333 million. As the parent company of all Podravka Group subsidiaries, Podravka will oversee the agricultural segment through its newly established company, Podravka Agri.”

    Moreover, Bardek, Lisac, Musec, Skoko, and Partners reports that the EBRD investment financially supports Podravka in acquiring Fortenova Group’s agricultural segment. Podravka will hold an 84.99% stake in Podravka Agri, while the EBRD will own 15.01%.”

    The Bardek, Lisac, Musec, Skoko, and Partners team included Partner Jelena Nushol Fijacko, Senior Associate Relja Rajkovic, and Lawyer Alen Ivanovic.

    The Mamic, Peric, Reberski, Rimac team included Partner Natalija Peric and Junior Partner Nina Ovcar.

    The Wolf Theiss team included Partner Luka Tadic-Colic and Senior Associate Mateja Jelacic.

    The BDK Advokati team included Partner Bisera Andrijasevic, Associates Jelena Skoric and Marija Ksenija Popovic, and Junior Associate Nina Railic.

    Editor’s Note: After this article was published, DLA Piper confirmed its involvement to CEE Legal Matters. The firm’s team included Vienna-based Partner Marcell Nemeth, Senior Associate Christian Lielacher, and Associate John Hennenfent.

  • Vukmir & Associates Advises Dertour on Acquisition of Riva Tours

    Vukmir & Associates, working with Taylor Wessing, has advised Dertour on its acquisition of I.D. Riva Tours.

    The transaction remains contingent on regulatory approval.

    I.D. Riva Tours is a Croatian specialist tour operator. It focuses on Croatia-bound tourism, offering small-ship cruises, group travel, as well as holiday homes and apartments.

    Dertour, headquartered in Germany, comprises the Dertour, ITS, and Meiers Weltreisen tour operators, offering travel packages across 179 countries. It belongs to the Dertour Group, part of the REWE Group, with a portfolio of over 130 companies and more than 10,000 employees in 16 European countries.

    The Vukmir & Associates team included Managing Partner Tomislav Pedisic, Partners Ivan Cuk and Mirjana Jurisic, Senior Attorneys at Law Andrea Kozul Pedisic and Tea Cerinski, and Associates Luka Gubic, Tin Kolenko, and Antonio Straga.

  • KPS, Vukina & Partners, Tus and Grzic, and Mamic, Grgic, Vinter Advise on Mlin i Pekare’s Reverse Takeover of Cakovecki Mlinovi

    Kovacevic Prpic Simeunovic has advised Mlin i Pekare on its reverse takeover of Cakovecki Mlinovi. Vukina & Partners advised OTP Bank, which financed the transaction. Tus and Grzic advised PBZ Croatia Osiguranje on the sale of its stake. Mamic, Grgic, Vinter advised the management board of Cakovecki Mlinovi. Pesut, Matic, Galekovic, and Zgombic reportedly advised the sellers of the initial stake in Cakovecki Mlinovi. Gugic, Kovacic & Krivic reportedly advised AZ, a pension management company that sold its stake in Cakovecki Mlinovi.

    According to KPS, as a result of this transaction, Mlin i Pekare has merged with Cakovecki Mlinovi, with the goal of strengthening both companies’ positions in Croatia’s food and retail industries.

    In 2024, Kovacevic Prpic Simeunovic advised on the mandatory takeover bid for Cakovecki Mlinovi (as reported by CEE Legal Matters on October 28, 2024)

    The KPS team included Partners Dinka Kovacevic and Martina Prpic and Associates Valentina Plantic and Martina Visnjic.

    The Vukina & Partners team included Partners Fran Vukina, Mislav Vukina, and Dora Turalija and Senior Associate Martin Labas.

    The Tus & Grzic team included Senior Partner Tomislav Tus and Associates Ivana Busic and Lorena Basic.

    The Mamic, Grgic, Vinter team included Partners Jakov Mamic and Martina Vinter and Attorney at Law Anita Grabar.

    Editor’s Note: After this article was published, Pesut, Matic, Galekovic, and Zgombic confirmed it advised Stjepan and Ruzica Varga. The firm’s team included Partners Edita Matic and Kresimir Galekovic.

  • Croatia Set to Introduce Proper FDI Screening Mechanism

    The Croatian Government is preparing to establish a comprehensive system for screening foreign direct investments (FDIs) by adopting the new Act on the Screening of Foreign Direct Investments (the “Act”).

    The Act will align the current Croatian legal framework with Articles 3 and 4 of EU Regulation 2019/452, ensuring compliance with European Union standards for investment screening. The draft Act is still not available to the public. According to the Croatian Government’s plan of legislative activities for 2025, the new Act and its implementation are now in the hands of the Ministry of Finance, with finalisation expected in the first quarter of 2025 (available at: https://esavjetovanja.gov.hr/Econ/MainScreen?entityId=29008).

    Current regulation of foreign direct investments: The Regulation on the Implementation of EU Regulation 2019/452 entered into force on 2 October 2020. This implementing regulation only established the National Contact Point and the Interdepartmental Commission as the competent authorities for a coordination mechanism under the EU FDI Screening Regulation. It did not introduce any screening mechanism.

    What will the new Act bring? As provided in the plan of legislative activities for 2025, key provisions of the new Act will cover the scope of critical infrastructure and activities subject to screening, the responsibilities of state authorities and public bodies, notification requirements, confidentiality and data protection measures, and transparent decision-making timelines. By establishing this mechanism, Croatia aims to safeguard its critical infrastructure and to transparently and efficiently evaluate the potential risks posed by foreign investments in accordance with EU standards. Given that the draft text is still not publicly available, the exact content of the regulation remain unknown.

    By Ana Mihaljevic, Attorney at Law, Schoenherr

  • DTB Advises Cuadrilla Capital on Acquisition of Repsly

    Divjak, Topic, Bahtijarevic & Krka, working with Massumi + Consoli, has advised Cuadrilla Capital on its acquisition of Repsly from Resolve Growth Partners. Goodwin Procter reportedly advised Resolve Growth Partners.

    Cuadrilla Capital is an enterprise software investment firm.

    Repsly is a retail execution software platform.

    The DTB team included Senior Partner Damir Topic, Senior Attorneys at Law Dina Salapic and Andrej Zmikic, and Attorneys at Law Barbara Simic, Anella Bukovic, Ana-Maria Sunko Peric, and Ivo Mikulic.

  • Croatia Introduces Legislative Changes to Promote Gender Equality on Corporate Boards

    With the amendments to the Companies Act (the “Act”), which entered into force on 5 December 2024, Croatia has implemented EU Directive (EU) 2022/2381 on gender balance on corporate boards of listed companies (the “Directive”). The so called “Women on Boards” Directive aims to ensure that at least 40% of non-executive board seats or 33% of all board seats for listed companies are occupied by the “underrepresented sex” by the end of June 2026.

    What you need to know

    • Scope of application: The obligation of balanced representation of women and men applies to listed companies. Companies that employ less than 250 employees, have an annual revenue that does not exceed EUR 50 million or with a total assets value that does not exceed EUR 43 million, are exempt.
    • Thresholds: Different individual thresholds are set for listed companies with monistic and dualistic models of corporate governance, depending on the total number of relevant board seats:
      • Non-executive (single) criteria: supervisory board or board of directors (non-executive positions);
        or
      • All seats (joint) criteria: management board and supervisory board or board of directors (including executive positions).

    The obligation to achieve balanced representation primarily relates to the fulfilment of the single criteria. However, if the single criteria is not met, but the joint criteria is, the company would still be in compliance.

    • Procedure: The rules must ensure the application of clear, neutral and unambiguous criteria that prevent discrimination and allow for the selection of candidates based on objectively assessable qualifications.
    • Protection and sanctions: A non-elected candidate may initiate misdemeanour proceeding against a company. If a non-elected candidate proves that he/she is equally qualified as the candidate of the opposite sex who was selected, the burden of proof that the former was not unfairly disadvantaged transfers to the company. Additionally, monetary fines in the amount of EUR 10,000 may be triggered. Furthermore, under the general corporate rules, the shareholders’ decision during an election may be declared as null and void if it is passed contrary to the provisions of the Act.
    • Goals setting: The supervisory board or the board of directors should set goals for the participation of the underrepresented sex at least every two years.
    • Implementation period: The mandates of current members may be held until their regular expiration. Shareholders are required to elect members of the underrepresented gender at the first future election, in accordance with the Act.

    According to the latest available official data as of 2023, the existing representation of women as the underrepresented sex on corporate boards of listed companies in Croatia is 19% in management boards and 25% in supervisory boards. The recently introduced legislative requirements will enhance the diversity of corporate boards within listed companies. Moreover, these measures are expected to have a significant transformative influence on governance practices in non-listed companies as well.

    By Dora Gazi Kovacevic, Partner, and Ema Adrovic, Associate, Wolf Theiss

  • Vukmir & Associates and Taylor Wessing Advise Lightspeed Venture Partners on EUR 5.8 Million Seed Investment in Croatian Drone Start-Up Orqa

    Vukmir & Associates, working with Taylor Wessing’s teams in Germany and Ireland, has advised Lightspeed Venture Partners on leading the EUR 5.8 million seed financing round in Orqa. Flynn O’Driscoll reportedly advised Orqa.

    The round also saw the participation of Radius Capital, Decisive Point, and existing investor Day One Capital.

    Founded in 2017 in Osijek, Orqa is a Croatian drone technology start-up.

    The Vukmir & Associates team included Managing Partner Tomislav Pedisic, Partner Ivan Cuk, Senior Attorneys at Law Andrea Kozul Pedisic and Tea Cerinski, and Associates Luka Gubic and Antonio Straga.

  • Steady Sailing for Croatia: A Buzz Interview with Ana Novakovic Stipanicev of Kovacevic Prpic Simeunovic

    It’s been a dynamic year for Croatia according to Kovacevic Prpic Simeunovic Partner Ana Novakovic Stipanicev, who highlights robust M&A activity, political stability fueling investor confidence, and key regulatory developments as reshaping sectors like energy, real estate, and public procurement.

    “It has been a busy year, particularly with M&A activity across multiple sectors,” Novakovic Stipanicev begins.”Throughout 2023, and especially in Q4, we’ve seen a noticeable uptick in transactional work as clients push to close deals before year-end. The sectors that stood out include retail, wholesale, pharmaceuticals, IT, construction, and hospitality.” Moreover, she indicates that the energy sector has “also been active in terms of interest, though many projects are currently stalled. The reason for this stagnation is the government’s delay in adopting the necessary secondary legislation – until this issue is resolved, a significant number of energy projects remain pending, despite a strong pipeline.”

    Still, all that being said, Croatia continues to be quite attractive for foreign direct investment. “We’re seeing both strategic buyers and private equity funds remaining active,” Novakovic Stipanicev continues, indicating Croatia’s political stability as one of the key drivers. “The same party that was in power before winning the parliamentary elections earlier this year, continuing nearly a decade of consistent governance. This continuity translates to predictability in policies, which is critical for foreign investors.” Another factor is rising GDP. “Combined with a relatively stable political environment, it has created a sense of confidence that attracts investors looking for opportunities in a dynamic market. Of course, we’re also seeing external drivers – European funds and private equity activity – that are contributing to sustained interest, particularly in sectors such as public procurement, IT, and hospitality.”

    Novakovic Stipanicev reports on a real estate tax overhaul. “This tax has been attempted before but collapsed under political and public scrutiny. However, at the beginning of December, the government finalized and voted on the necessary regulations, and the law is now in full effect.” As she puts it, the logic behind the tax is to address Croatia’s high real estate prices, which are driven by both short-term tourism rentals and underutilized properties. “There’s a clear discrepancy between the average person’s purchasing power and property prices, leaving many homes vacant year-round, while simultaneously driving up acquisition and rental costs. With the introduction of this new tax, the government is trying to realign incentives and stimulate long-term housing solutions.” Still, the big question now is “how this will play out in practice – whether more properties will hit the market and how prices will shift. The effects on tourism and hospitality remain to be seen next season, but keeping properties empty year-round just to capitalize on summer rentals will no longer be viable.”

    Additionally, Novakovic Stipanicev reports a major development involving a ruling from the European Court of Justice. “The ECJ ruling in the Kolin case has sparked a lot of legal uncertainty. This case arose from a Turkish company bidding for a public procurement contract in Croatia’s railway construction sector — after losing, they appealed, and matters ultimately escalated to the ECJ.” However, the ECJ did not decide on the substantive preliminary questions; instead, it raised a broader issue: the participation of bidders from third countries – those without reciprocal free trade agreements with the EU – in public procurement procedures. “The court essentially questioned whether these companies should enjoy the same legal protections as EU entities and what remedies would be available to them. This ruling has significant implications not just for Croatia but across the EU,” Novakovic Stipanicev explains, highlighting the particular impact this might have for Croatia, where companies from non-EU countries regularly participate in tenders, especially in the construction sector. “The ruling leaves contracting authorities in a difficult position, as they must determine how to proceed with such bids going forward; with no national regulation or case law implementing the ruling yet, uncertainty remains a challenge.”

  • Divjak, Topic, Bahtijarevic & Krka Advises EBRD on EUR 80 Million Portfolio Guarantee to Zagrebacka banka

    Divjak, Topic, Bahtijarevic & Krka has advised the EBRD on providing Zagrebacka Banka with an uncapped unfunded portfolio guarantee of up to EUR 80 million under the European Union’s InvestEU Program.

    Zagrebacka Banka is a member of the UniCredit Group.

    According to DTB, the financial instrument is designed to cover a newly generated portfolio of loans, bringing the total value of the project to EUR 100 million. 

    The DTB team included Senior Partner Damir Topic, Attorneys at Law Lorena Micik and Ivo Mikulic, and Associate Valeria Kirac.