WORLD / Wall Street Journal Exclusive

Austrian executive bridges murky East-West gap
By DAVID CRAWFORD (WSJ)
Updated: 2006-08-02 13:32

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BELGRADE, Serbia and Montenegro -- Last year, Serbia's No. 2 mobile-phone company was owned by a fugitive tycoon associated with accused war criminal Slobodan Milosevic. Its licenses faced cancellation, and the company was on the verge of becoming a worthless shambles mired in legal disputes.

This week, it was bought for about $1.5 billion by Telenor ASA, Norway's biggest telephone company, which outbid Austria's and Egypt's big telecommunications firms. None of the auction bidders had to deal with the former owner, Bogoljub Karic; in the middle of the action stood Martin Schlaff, who bought out Mr. Karic and served as a buffer between Eastern European conflicts and Western investors. In the process, the sale enabled his group -- the Cypriot-registered Holdenhurst Holding -- to more than triple its investment.

Mr. Schlaff profited during the Cold War by moving Western computers to East Germany for the Stasi spy service despite Western trade embargoes. Now, the elegantly dressed, moustachioed Austrian -- nicknamed "The Count" by the Stasi -- specializes in delivering troubled Eastern European companies into Western hands. His success at inserting himself into murky situations and profiting from the results has earned him a new nickname in the Austrian media: "System Schlaff."

As businesses in countries once behind the Iron Curtain attract Western interest while lacking Western accounting or legal standards, Mr. Schlaff has stepped into the breach. Able to meet comfortably both with chief executive officers of multinational corporations and former communist figures accused of crimes, he effectively launders tainted assets for sale. The price he helped win for Serbia's Mobi 63 phone company, he said, "is good for Serbia, good for the people and good for us."

Mr. Schlaff himself was accused by the German government in a civil complaint of stealing millions of German marks from the Stasi in the 1990s, but was vindicated in 2002 when a Swiss court ruled against the German authorities.

To the Western companies that do business with him, Mr. Schlaff opens doors otherwise closed to them. The companies say he cleans up bookkeeping and financial practices and restructures to meet the standards of transparency required by the U.S. Securities and Exchange Commission. He also spares Western CEOs the prospect of cutting deals with fugitive businessmen.

"As a publicly traded company, we could never sit down with Mr. Karic," said Elisabeth Mattes, spokeswoman for Mobilkom Austria AG, a subsidiary of Telekom Austria AG that bid for the Serbian phone concern.

To some members of Austria's Parliament, Mr. Schlaff's lucrative dealings with such businesses are disturbing. Peter Pilz, a Green Party parliamentarian, wants an investigation into whether Mr. Schlaff had improper Austrian government help on the Serbian deal -- and when Telekom Austria bought Bulgaria's largest phone company from a man accused of association with Russian mobsters, earning Mr. Schlaff's investment group $950 million. Detractors such as Mr. Pilz say Mr. Schlaff's group does little more than use its influence in Austria and Eastern Europe to end companies' political troubles and then profit.

In 2002, Mr. Schlaff and a partnership bought Bulgaria's Mobitel from Mikhail Cherney, a Russian aluminum magnate barred from entering Bulgaria and the U.S. because of alleged links to Russian organized crime. Mr. Cherney never has been charged by authorities in either country with any crime, and he denies any connections to organized crime. Mr. Cherney nonetheless left Bulgaria and sold out to the Schlaff partnership for $650 million. Mr. Cherney's spokesman says that although allegations against him were unjustified, "He had to sell well under price, or he'd have lost everything."

Mr. Schlaff's business partner, Austrian investment banker Herbert Cordt, says the selling price was low because Bulgaria threatened to cancel the company's operating licenses. Mr. Schlaff's group hired new managers, recruited new customers and persuaded the Bulgarian government that revoking the company's license would look bad to European Union authorities. Sofia hopes to join the EU by next year but is battling concerns about corruption and the country's legal system. In July 2005, Telekom Austria bought Mobitel for $1.6 billion.

Two months earlier, Mr. Schlaff's group bought Mr. Karic's 51% stake in Serbia's MobTel, as Mobi 63 was then known, under somewhat similar circumstances. Mr. Karic faced possible arrest and now is a fugitive sought by Interpol on Serbian tax-evasion charges, which he denies. Serbia also is in talks to try to join the EU. Telekom Austria also was interested in owning the company.

Mr. Cordt says the deal was troubled from the start because of the distrust between Mr. Karic and senior members of the Serbian government. By December, MobTel seemed worthless: the Serbian government canceled its key operating licenses and placed the company under the management of its chief competitor. Austria's deputy prime minister, Hubert Gorbach, intervened with Serbia on Mr. Schlaff's behalf, and a compromise was reached to increase the Serbian stake but still secure a profit for Mr. Schlaff.

"An Austrian minister shouldn't act as Mr. Schlaff's personal emissary," Mr. Pilz said. A spokesman for Mr. Gorbach said, "It is the duty of Austrian ministers to support Austrian business." Says Mr. Cordt: "Some business deals are only possible if you have influence."

A provision in the Schlaff partnership's contract with Mr. Karic reduced the price of the stake from £¿70 million ($217 million) to just the £¿00 million down payment if the Serbian government should contest the operating license, which it did. "We'd never have touched MobTel if we'd known what was coming," Mr. Cordt said. "But in the long run, the license cancellation was good for us." A spokesman said Mr. Karic believes he deserved a higher price and will challenge the sale.

As the auction unfolded on Monday, Messrs. Schlaff and Cordt looked on from seats in the third row, crunching numbers on a pad of paper and a calculator. The winning bid valued the stake held by Mr. Schlaff's consortium at £¿57.9 million. The Serbian government will get £¿.16 billion.

Serbia's foreign minister, Mladjan Dinkic, said the deal with the Schlaff group is good because the alternative would have forced Serbia to contest Mr. Karic's sale to the consortium. But, he added, if that succeeded "the shares would have reverted to Mr. Karic, and nobody wants that."

Mr. Schlaff, satisfied with the outcome, said he would next turn his attention to other deals, including some in Latvia.