December 19 (SeeNews) - Croatia’s top retailer Fortenova Group said that the Amsterdam District Court has dismissed all claims by SBK Art, a subsidiary of Sberbank holding the Russian lender's interest in Fortenova, that aimed to block a proposed deal that would see Malta-registered company Open Pass buy out the equity held by sanctioned Russian banks in the group.
“On December 15, a hearing in emergency summary proceedings took place before the Amsterdam District Court in which SBK Art and its purported shareholder, UAE citizen Saif Alketbi, as well as an individual who recently acquired Fortenova Group’s DRs, brought various claims against Fortenova Group TopCo B.V. and other parties involved in the proposed transaction to sell Fortenova Group MidCo B.V.,” Fortenova said in a press release on Monday.
"In essence, the plaintiffs sought postponement of the second DR Holder meeting scheduled for 19 December 2023," Fortenova added.
The proposed transaction encompasses the sale and transfer of the equity held by Fortenova Group TopCo B.V. in the company Fortenova Group MidCo B.V. to a newly incorporated Dutch corporate structure, consisting of Dutch foundation Iter STAK Stichting and Dutch company Iter BidCo B.V. in a move to prevent further financial damage and operational difficulties, which have so far resulted from the presence of sanctioned equity holders in Fortenova, the Croatian company said last month.
Fortenova is not providing information about its shareholding structure at the moment or after the planned deal. According to the latest publicly available information, Russian lenders Sberbank and VTBE hold 49.9% of Fortenova's equity among themselves. According to Croatian media reports, Open Pass, which is a depositary receipt holder in Fortenova STAK, would increase its stake in Fortenova from some 28% to at least 54% through the deal, which is awaiting the approval of depositary receipt holders on December 19.
Fortenova also said: “The judgment means that the plaintiffs’ efforts to postpone the DR holders meeting have failed and that the meeting in which DR holders are voting on the proposed sale of MidCo can proceed as planned. Thus, litigation by the sanctioned person SBK Art and its purported shareholder Saif Alketbi has now been rejected by the Dutch judiciary for the fourth time."
Furthermore, on December 15, the attorney general of the Supreme Court of the Netherlands advised the Supreme Court to dismiss the objections raised in the two appeals by SBK, thus reaffirming all of Fortenova Group’s positions taken thus far and again confirming SBK Art’s position as a sanctioned person which is prohibited from exercising its voting rights, Fortenova said. The Supreme Court of the Netherlands is expected to render a decision by May 31 next year, the Croatian company added.