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Takeover bid and prospectus for the purchase of shares of the company MARMOR, Sežana d.d.

Takeover bid and prospectus for the purchase of shares of the company MARMOR, Sežana d.d.

ILIRIKA borzno posredniška hiša d.d., Ljubljana, Slovenska cesta 54A, 1000 Ljubljana (hereinafter: "ILIRIKA"), as an authorised member acting on behalf of and for the account of the acquirer KOMUNALA SEŽANA d.d., Partizanska cesta 2, 6210 Sežana (hereinafter: "the acquirer"), based on the authorization of the Securities Market Agency, Decision No. 40201-1/2026-5 of 06.05.2026, makes a takeover bid for the purchase of shares of the target company MARMOR, Podjetje za pridobivanje in obdelavo naravnega kamna Sežana, d.d., Partizanska cesta 73A, 6210 Sežana (hereinafter: "the target company").

The takeover bid relates to 148,102 shares of the target company with the ticker MSEG and ISIN code SI0031101288 (hereinafter "MSEG shares"), which are ordinary, freely transferable, registered, no-par value shares with voting rights, issued in dematerialised form, registered in the central registry of securities maintained by KDD - Centralna klirinško depotna družba, reduced by 77,727 MSEG shares, which are already owned by the acquirer at the time of publication of this takeover bid.

The takeover bid therefore relates to the remaining 70,375 MSEG shares, which are not owned by the acquirer.

For the purchase of all shares subject to the takeover bid, the acquirer offers, in accordance with this takeover bid, EUR 29.00 for each individual share of the target company with the ticker MSEG. The acquirer offers to pay the entire purchase price in cash for the shares of the target company subject to the takeover bid.

The validity of the takeover bid is from 08.05.2026 to 08.06.2026 inclusive, unless the validity of the bid is extended in accordance with ZPre-1 (Takeover Act).

The acquirer sets a success threshold of the bid and the minimum percentage of all shares that the acquirer, together with the securitiesalready held by the acquirer, must acquire on the basis of the takeover bid, at 88.00% of all issued shares with the ticker MSEG, for the bid to be considered successful. The threshold of 88.00% of all issued shares with the ticker MSEG represents 130,330 MSEG shares. If the success threshold is reached, the acquirer will inform the public on the next business day after it is reached, in accordance with the fourth paragraph of Article 21 of the ZPre-1.

Other information regarding the takeover bid is available in the "Takeover Bid and Prospectus for the Purchase of Shares of the Company MARMOR, Sežana d.d.".

The takeover bid was published on 08.05.2026 in the Delo newspaper, and the takeover bid and the takeover prospectus are also publicly posted on the website of the authorised member ILIRIKA.

In accordance with Article 33 of the ZPre-1, the acquirer also sent the takeover prospectus to the management of the target company, the Competition Protection Agency of the Republic of Slovenia, the Ljubljana Stock Exchange d.d., Ljubljana, KDD d.d., and to all brokerage firms or banks entitled to provide services related to securities in the territory of the Republic of Slovenia.

Brokerage firms or banks entitled to provide services related to securities in the territory of the Republic of Slovenia must immediately and free of charge deliver a copy of the prospectus to any target company shareholder whose account they manage, upon their request.

Takeover bid acceptance procedure

To accept the takeover bid and receive the purchase price, you must respond in due time – by signing the appropriate forms for accepting the takeover bid. All activities, in accordance with the working hours of the ILIRIKA branch for accepting the takeover bid, can be performed at the ILIRIKA branches listed below.

City

Address

Telephone

Working hours

CELJE

Cankarjeva ulica 1

03 425 07 91

Mon. - Fri.: 08:30 - 13:00 and 13:30 - 16:30

IDRIJA

Lapajnetova ulica 39

05 372 53 40

Mon. - Fri.: 09:00 - 12:30 and 13:30 - 17:00

ILIRSKA BISTRICA

Cankarjeva ulica 2

05 714 55 70

Mon. - Fri.: 10:00 - 12:00

JESENICE

Cesta maršala Tita 7

04 583 30 60

Mon., Tue., Thu.: 08:30 - 13:00 and 13:30 - 16:30

Wed.: 8:30 - 13:00 and 13:30 - 18:00

Fri.: 8:30 - 13:00 and 13:30 - 15:00

KRANJ

Koroška cesta 4

04 202 01 30

Mon., Tue., Thu.: 08:30 - 13:00 and 13:30 - 16:30

Wed.: 8:30 - 13:00 and 13:30 - 18:00

Fri.: 8:30 - 13:00 and 13:30 - 15:00

LJUBLJANA

Slovenska cesta 54a

01 300 22 50

Mon.-Fri.: 08:00-17:00

MARIBOR

Glavni trg 17 B

02 220 87 39

Mon. - Fri.: 08:00 - 16:00

MURSKA SOBOTA

Ulica arhitekta Novaka 1

02 534 92 10

Mon., Tue., Thu.: 08:30 - 13:00 and 13:30 - 16:00

Wed.: 8:30 - 13:00 and 13:30 - 17:00

Fri.: 8:30 - 13:00 and 13:30 - 15:00

NOVA GORICA

Ulica tolminskih puntarjev 2a

05 330 23 50

Mon., Tue., Thu.: 08:30 - 13:00 and 13:30 - 16:30

Wed.: 8:30 - 13:00 and 13:30 - 18:00

Fri.: 8:30 - 13:00 and 13:30 - 15:00

NOVO MESTO

Novi trg 10

07 391 74 01

Mon. - Fri.: 08:30 - 13:00 and 13:30 - 16:30

POSTOJNA

Cankarjeva ulica 1

05 714 55 73

Mon. - Fri.: 08:30 - 13:00 and 13:30 - 16:30

SEŽANA

Partizanska cesta 37a

05 714 55 75

Mon. - Fri.: 08:30 - 13:00 and 13:30 - 16:30

ŠKOFJA LOKA

Kapucinski trg 8

08 200 67 62

Mon. - Fri.: 10:30 - 16:30

TOLMIN

Trg maršala Tita 13

05 372 53 45

Mon. - Fri.: 09:00 - 12:30 and 13:30 - 17:00

Prospectus.pdf 

Form IZJ-DEN.pdf 

Form IZJ-DEN.docx 

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Weekly commentary

Weekly commentary

Weekly Commentary - Krka as a Quality Pillar of the Slovenian Market

Weekly Commentary - Krka as a Quality Pillar of the Slovenian Market

Krka demonstrated exceptional performance in the first quarter. Revenues reached 565.8 million euros, represents an 8 percent increase compared to last year, EBITDA was 175.7 million euros (+20 percent), and EBIT stood at 151.6 million euros (+24 percent). The EBITDA margin rose to 31.0 percent. The 21 percent decline in net profit is primarily a consequence of a high comparative base, as last year's first quarter included 57 million euros in one-off positive effects due to the rouble. The Russian market remains very strong, with revenues growing there by 28 percent to 122 million euros, and local production at Krka-Rus already covers 72 percent of local demand. The company is proposing a record gross dividend of 9.10 euros per share and the expansion of the share buyback programme to up to 10 percent of the share capital with the option of cancellation.

Telekom Slovenije published stable results. Revenues amounted to 178.7 million euros (+4 percent), EBITDA was 66.0 million euros (+7 percent), and net profit reached 16.0 million euros (+12 percent). The EBITDA margin reached a high of 36.9 percent. The number of mobile users exceeded two million for the first time, while the number of fixed lines increased to 322,372. The management board maintains its targets for 2026, whilst once again drawing attention to the regulatory burden, as Telekom is the only operator still regulated in the field of fixed broadband access, despite holding less than a 29 percent share in this market.

SBITOP – the index crossed the 3,000-point threshold on 13 May, closing at 3,007.53. It has gained approximately 17% since the beginning of the year, with trading once again driven primarily by NLB shares.

USA: inflation – April CPI hit 3.8% annually, while PPI surprised with 1.4% monthly and 6.0% annual growth. Since pressure is also coming from services, markets are increasingly writing off a rapid cut in interest rates.

USA: retail sales – April spending appeared strong at first glance, but was partly due to one-off higher tax refunds. Against a backdrop of weaker sentiment & a low savings rate, a slowdown in discretionary spending is likely in the remainder of the quarter.

Slovenian labour market – unemployment remains low, with 44,175 people out of work in April, representing 0.4% less than in March and a year ago. The fly in the ointment remains the rise in youth unemployment, which is 4.7% higher year-on-year.

AI infrastructure – in the US, more and more local communities are restricting the construction of large data centres. Electricity, water, and local approvals are becoming a significant bottleneck for the continued expansion of artificial intelligence.

In the coming week:

Quarterly reports: Nvidia, Walmart, Home Depot, John Deere, Analog Devices, Richemont, Rose Stores, Target.

Macroeconomic indicators: Europe - PMI index, labour market data; USA - PMI indices.

Index movements

Source: Bloomberg

This week turned around a narrative that seemed almost self-evident just a month ago. The expectation that US inflation was gradually closing in on its target and that the Fed would start cutting interest rates in the second half of the year ran headfirst into an unfavorable series of data. First, the April CPI showed 3.8% annual growth, which was followed by an exceptionally hot PPI: 1.4% monthly and 6.0% annual growth, the highest since the end of 2022.

It is difficult to speak of a mere energy shock. It is true that wholesale petrol prices jumped by more than 15%, with the link to tensions around the Strait of Hormuz being obvious. However, a much more significant signal comes from the core part of the data. Core PPI, excluding food, energy, and trade services, rose by 0.6% m/m or 4.4% annually. The service sector contributed nearly 60% of the total monthly increase, representing the largest shift in services pricing in the last four years. Inflationary pressure is therefore spreading from energy into the broader corporate input cost structure, and this is happening much faster than could be explained simply by higher oil prices.

The ramifications for market expectations were immediate. As recently as the start of the week, the interest rate derivatives market pointed to the possibility of two rate cuts by the end of the year. Following the PPI release, this scenario was virtually wiped off the table, and the possibility of further Fed policy tightening started to be priced in once again. This represents a significant shift for portfolios that had been positioned on the assumption of gradually falling yields.

In the background, a political dimension is also intertwined. Jerome Powell's mandate expires today, and the expected successor Kevin Warsh is considered more dovish on interest rates and much more open to political pressure from the White House. Markets are thus entering a period where macroeconomic data is pushing in one direction, while the potential new central bank leadership is leaning in another. It is precisely this gap that will be key to the Fed's credibility in the coming months, and consequently for the path of the dollar and long-term US bond yields. The yield on the 10-year US Treasury briefly surpassed 4.49% mid-week, hovering just below the psychologically important 4.5% threshold.

The most misleading figure was April retail sales. At first glance, it appeared robust, with core retail sales growing at their fastest pace since mid-2022 over the final three months. However, two temporary factors lie behind this: higher tax refunds and very warm weather in March, which pulled forward some consumer spending.

Both of these effects are now fading. Tax refunds are decreasing in May, and the weather impact is normalising. At the same time, real incomes are falling, consumer confidence remains low, credit card spending is losing momentum, and the savings rate is already below the long-term average. Consequently, the second half of the second quarter is likely to bring more pressure on discretionary spending, arriving just as the Fed and markets will be assessing new inflation data.

The empirical picture remains split. Inflation data is nudging the Fed towards higher interest rates or keeping a restrictive policy in place for longer, whereas poorer sentiment and the anticipated cooling of consumer spending indicate that economic activity could begin to slow down more rapidly. This clash between inflationary pressure and weaker consumption will be critical over the next two to three months, coinciding precisely with the transition of leadership at the helm of the US central bank.

There are two takeaways for European investors. Firstly, the ECB could also find itself facing a similar dilemma with a lag of a few months, as higher energy prices place upward pressure on European inflation too. Secondly, European markets are losing a key support pillar of recent months: the expectation that the Fed would support global liquidity by lowering interest rates.

This is particularly relevant for dividend stocks and banks in the CSEE region. If interest rates remain higher for longer, expectations of lower net interest margins and cheaper funding for acquisitions will shift. For the Slovenian market, this translates to a relative advantage for companies with a net cash position, stable margins, and less sensitivity to higher capital costs.

Krka as a high-quality pillar of the Slovenian market

With its first-quarter results for 2026, Krka has once again demonstrated why it is regarded as one of the highest quality companies on the Slovenian market. Revenues grew by 8%, whilst operating profit rose even faster, indicating that the company is not only growing in scale but is also operating with increasing efficiency.

Importantly, this growth is not dependent on a single market. Krka increased its sales across most regions, from Eastern and South-Eastern Europe to overseas markets. This shows that it possesses a stable and well-diversified business model.

Much attention remains focused on Russia, where sales grew by 28%. However, it is vital to note that Krka already manufactures most of its products locally there, making it less vulnerable to supply chain disruptions or political risks than many of its competitors.

Further confidence is provided by the company's plan regarding share buybacks. Through this, the management is signalling that it believes in the long-term value of the company and considers the stock to still be attractive.

At first glance, the 21% drop in net profit might be concerning, but the reason is primarily accounting-related. Last year, Krka benefited from a one-off positive effect due to rouble fluctuations, so the comparison is not entirely realistic. If this effect is stripped out, underlying profit is actually growing this year.

Today, Krka combines several features that investors highly value in an uncertain environment: stable growth, a strong cash balance, a regular dividend, and zero debt. It is for this reason that the company remains one of the key pillars of the Slovenian capital market. In this context, the SBITOP index breaking past the 3,000-point mark increasingly seems less like an anomaly and more like a logical consequence of the relative appeal of the Slovenian market in an environment of heightened global uncertainty.

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News

News

NOTIFICATION OF AN AMENDMENT TO THE TAKE-OVER BID – LOWERING OF THE SUCCESS THRESHOLD

NOTIFICATION OF AN AMENDMENT TO THE TAKE-OVER BID – LOWERING OF THE SUCCESS THRESHOLD

ILIRIKA borzno posredniška hiša d.d., Ljubljana (hereinafter: "ILIRIKA"), on behalf of and for the account of the acquirer KOMUNALA SEŽANA d.d., Partizanska cesta 2, 6210 Sežana (hereinafter: "acquirer"), hereby announces an amendment to the takeover bid submitted on the basis of decision of the SMA No. 40201-1/2026-5 dated 06.05.2026, for the target company MARMOR, Podjetje za pridobivanje in obdelavo naravnega kamna Sežana, d.d., Partizanska cesta 73A, 6210 Sežana (hereinafter: "target company"). 

On 08.05.2026, on the basis of the SMA authorisation No. 40201-1/2026-5 dated 06.05.2026, the acquirer published a takeover bid for the purchase of 70,375 ordinary, freely transferable, registered, no-par value shares of the target company with the ticker MSEG (ISIN: SI0031101288) at a price of EUR 29.00 per share. The deadline for accepting the takeover bid is from 08.05.2026 to 08.06.2026 inclusive. In the takeover bid, the acquirer set a success threshold of 88.00% of all issued shares with the ticker MSEG, which represents 130,330 MSEG shares.

Pursuant to item 2 of paragraph 1 of Article 30 of the ZPre-1, which permits the amendment of a takeover bid by setting a lower success threshold, the acquirer hereby announces the amendment of the takeover bid as follows:

The success threshold is reduced from 88.00% to 52.50% of all issued shares with the ticker MSEG.

The new success threshold of 52.50% of all issued shares with the ticker MSEG represents 77,754 MSEG shares (148,102 × 0.525 = 77,753.55, rounded up: 77,754 MSEG shares). Since the acquirer already holds 77,727 MSEG shares (52.48% of all issued shares), at least 27 additional MSEG shares must be acquired in order to reach the new success threshold.

The acquirer decided to lower the success threshold in order to increase the likelihood of the success of the takeover bid and to consolidate the ownership of the target company. Given the dispersion of the remaining 70,375 shares among minority shareholders and the limited trading of these shares, the acquirer considers the lowering of the success threshold to be appropriate and justified. The aim of the takeover bid, which is to acquire as large a share of the target company's shares as possible, remains unchanged.

An amendment under Article 30 of ZPre-1 extends the deadline for acceptance of a takeover bid by seven (7) days under point 2 of paragraph 3 of Article 31 of ZPre-1. The new deadline for acceptance of the takeover bid will therefore be 15.06.2026, which does not exceed the final deadline referred to in paragraph 1 of Article 31 of ZPre-1 (60 days from the publication of the takeover bid).

In addition to this website, the amendment to the takeover bid is also published in DELO on 22.05.2026.

Amendment to the takeover bid

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ILIRIKA

ILIRIKA borzno posredniška hiša d. d., Ljubljana
Slovenska cesta 54a, 1000 Ljubljana
VAT ID SI95168222
Registration number 5831652

© 2026 ILIRIKA d.d. Investments in financial instruments are associated with risks.

ILIRIKA

ILIRIKA borzno posredniška hiša d. d., Ljubljana
Slovenska cesta 54a, 1000 Ljubljana
VAT ID SI95168222
Registration number 5831652

© 2026 ILIRIKA d.d. Investments in financial instruments are associated with risks.

ILIRIKA

ILIRIKA borzno posredniška hiša d. d., Ljubljana
Slovenska cesta 54a, 1000 Ljubljana
VAT ID SI95168222
Registration number 5831652

© 2026 ILIRIKA d.d. Investments in financial instruments are associated with risks.