December 19 (SeeNews) - Croatia’s top retailer Fortenova Group said on Tuesday its depositary receipt (DR) holders approved a transaction worth up to 660 million euro ($ 724.7 million) that would see Malta-registered company Open Pass acquire the equity in the group held by sanctioned Russian banks.
"Fortenova Group’s ownership structure will no longer have sanctioned equity holders, who will be compensated for their ownership,” Fortenova said in a press release.
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"At today’s Fortenova Group DR Holders Meeting the majority of 97% equity holders who voted approved the entry into a transaction between Fortenova group TopCo B.V as a seller and Iter BidCo B.V. as a buyer of 100% shares in the capital of Fortenova Group MidCo B.V., for a total consideration of up to EUR 660 million," it explained.
Fortenova Group TopCo B.V., is the Dutch holding company which is the indirect owner of Fortenova Group.
Last month Fortenova said the 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. According to media reports, Open Pass is owned by Croatian businessman Pavao Vujnovac, who is active in gas trading and logistics, .
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 earlier 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.
On Tuesday, Foretnova also said that what the new ownership structure will exactly look like will depend on the interest of the current non-sanctioned depositary receipt holders in additional equity investments. In order to ensure that the funds required for the transaction to be closed at the agreed price are available regardless of the level of the equity holders’ interest in additional investment, Open Pass has committed to fund all the consideration payable, if necessary,.
All non-sanctioned current DR holders of the company, among which there are a number of Fortenova Group’s partners and suppliers, shall be able to either simply transfer their stake to the new BidCo or, by opting to provide an additional investment at own discretion, increase their ownership stake or elect to cash out and exit the ownership structure, Fortenova said. The respective funds to be paid to the sanctioned equity holders will be paid into a special account that they will be given access to once the sanctions regulations of the European Union, the US and the UK permit it.
The acceptance of the agreement at the DR holders’ meeting was preceded by the decision of the Amsterdam District Court from Monday, which dismissed claims by SBK Art LLC, a subsidiary of Sberbank holding the Russian lender's interest in Fortenova, and its purported shareholder, a UAE citizen Mr. Saif Alketbi, as well as an individual who recently acquired Fortenova Group’s DRs, for the postponement of the DR holders’ meeting.
Fortenova expects to conclude the transaction in the second quarter of 2024 pending approval by sanctioning bodies and competition regulators, Fortenova Group’s CEO Fabris Perusko said in the press release.
"Without sanctioned equity holders in the ownership structure, the company will be able to continue to operate successfully, achieve good results and increase value for all stakeholders,” Perusko added.
Fortenova, a successor to collapsed food-to-retail concern Agrokor, is Croatia’s top employer and largest retailer and a major food producer with more than 5.4 billion euro revenue last year.
($ = 0.911 euro)