Vijesti - Vučić 2:0 - Commercial Court also blocks takeover of Daily Press, publisher of newspapers and portal Vijesti

The Commercial Court of Montenegro temporarily blocked the change of ownership of the Podgorica-based company Daily Press, publisher of the newspaper and portal Vijesti, at the end of August, thus preventing the controversial Portuguese investment fund from taking control of the most influential media outlet in Montenegro until the dispute over the right of first refusal is resolved.

The court issued a temporary measure prohibiting the holding of an extraordinary general meeting of the company's owners, planned for September 9th.

This decision, which was made on August 27, 2026, by the judge Marija Adzic, It came after the same court in mid-August stopped an identical corporate maneuver by the majority owner of the sister company Televizija Vijesti.

This stopped the attempt by the Luxembourg company United Media to, through the transfer of shares to the affiliated company Adria News, bypass the pre-emptive rights of minority shareholders and prepare the ground for the sale of the entire Vijesti media system to the Alpac Capital fund. Vargas Stone David.

The proposal for the determination of a temporary measure was submitted by the minority owners, through their attorney-at-law. Vanja Mugoše, in proceedings against the majority owner United Media Sarl with a 51% stake and the company Adria News Sarl as a third party. Both companies are owned by the Dutch company United Group, while the ultimate owner is the British investment fund BC Partners.

The main argument of the majority owner, United Media, relied on the provisions of the Daily Press statutes and the Framework Agreement, which allow the transfer of shares to a related party (in this case, the sister company Adria News) without activating the right of first refusal under another provision of the statutes. It obliges all co-owners to first offer their shares to the others, if they intend to sell them to a third party.

The status quo remains.

The court accepted the argument of the minority shareholders that this transfer cannot be viewed in isolation and took into account the joint public announcement of United Group and Alpac Capital dated May 29, 2026, on the signing of the agreement on the sale of Adria News to this fund.

"For the purpose of deciding on the proposed interim measure, the above circumstances make it likely that control over 51% of the shares will be acquired by a person who is not part of the existing group, without the minority members previously being able to exercise the pre-emptive right they claim to belong to them... The Court finds that there is also a risk that without the imposition of an interim measure, the realization of the proponent's claims (pre-emptive right) would be thwarted or significantly hampered. The Court finds that the above risk cannot be eliminated solely by the possibility of subsequently challenging the decisions of the assembly or initiating other proceedings," wrote Judge Adžić in the explanation of the decision, which Vijesti had access to.

"The purpose of the interim measure is to preserve the factual situation until the resolution of the disputed relationship between the parties and is aimed exclusively at preventing irreparable damage, as well as securing the claimant's claims. It does not restrict the company's regular operations or the powers of its legal representative in transactions that are not related to the disputed change in ownership structure."

"The ban on the assembly is quite sufficient"

Unlike the interim measure for Television Vijesti, Judge Adžić rejected the requests of the minority shareholders of Daily Press to explicitly prohibit the United Media company from disposing of, alienating and encumbering its shares, as well as from submitting registration applications to the Central Register of Business Entities (CRPS).

She essentially said that the ban on holding the meeting scheduled for September 9th is a sufficient measure to preserve the current situation, since no transfer of shares or amendments to the Statute can be legally implemented without decisions of the company's owners' assembly, i.e. if there is no assembly, there are no decisions, and therefore the CRPS cannot register any changes in the majority member. The judge ordered the Central Register of Business Entities to enter a note on the ban on holding the company's assembly.

Judge Milica Saveljic In the case of TV Vijesti, by a temporary measure of August 12, in addition to the ban on holding the Assembly, it also explicitly banned the issuance of power of attorney. Brent Roderick SadlerUnited Media intended to grant Sadler unlimited powers to represent the television before the Agency for Audiovisual Media Services (AMU) in the process of obtaining consent for the change of ownership, which the court assessed as a direct attempt to encroach on the legal powers of the executive director and create a fait accompli before initiating arbitration.

The judges did not enter into the merits of the dispute, i.e. whether the minority owners' right of first refusal was violated, which will be resolved in arbitration proceedings, which the minority owners must initiate within 45 days of the delivery of the final decision. United Media has the right to object to both first-instance decisions, which will be decided by the Commercial Court panel.

The framework agreement between the partners in both the Daily Press and Televizija Vijesti provides for the resolution of disputes between them through ad hoc arbitration under UNCITRAL rules.

Political background and Vučić's attack on the media

Both court cases follow serious accusations from minority owners and regional and domestic NGOs concerned with media freedom about the political background of the transaction. They claim that behind the Portuguese fund Alpac Capital and its director Vargas David are political interests and capital closely linked to the Hungarian prime minister. Viktor Orban, but also a direct agreement with the President of Serbia Aleksandar Vučić with the aim of taking over and pacifying the remaining free media in the region.

The door to achieving this alleged goal has meanwhile been opened in Serbia, when the current owner appointed Vargas David as the director of all media publishers in the region that are bothering Vučić, including the Nova S and N1 televisions, the Nova and Danas dailies and the Radar weekly, as well as the eponymous portals. This effectively took control of them even before the formal completion of the 30 million euro transaction, which requires regulatory approval in several countries, including Luxembourg, where N1 and Nova S are registered.

Alpac Capital has already been fined 137.000 euros in Portugal for systematic violations of anti-money laundering regulations and failure to disclose the true origin of capital, which further increases the doubts of minority shareholders regarding the transparency of the entire transaction.

Ivanovic: Ramp until they offer to buy them out

One of the founders and president of the Board of Directors of Vijesti, Željko Ivanović, said that the court confirmed that minority shareholders "made it probable" that their rights were being violated by the sale of independent media in the region to "Orban's and Vučić's" fund Alpac Capital.

"This is already the second court decision in which the competent court takes a preliminary position that the attempted transfer of shares from United Media to Adria News cannot be viewed separately from the process in which an entire group of independent media outlets from the region was sold to a 'third party', Orban and Vučić's Alpac Capital fund. We expect that these temporary measures will remain in force and that neither United Media nor anyone else will be able to take any action that violates the rights of minority shareholders until they finally offer us the purchase of those 51 percent, as prescribed by law and previously signed contracts," Ivanovic told Vijesti.