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Fortenova Group and Badel 1862 today signed a Sale-Purchase Agreement whereby Badel 1862 has acquired a 100 percent share in the companies Agrolaguna d.d. from Poreč and Vinarija Novigrad d.o.o. The signing follows the closing of negotiations on the takeover of one of Croatia’s leading food and drink companies.
With the acquisition of Agrolaguna’s ownership Badel 1862, leading Croatian producer of spirits and wines, has continued to consolidate the local alcoholic drinks production industry and strengthen its leadership position in the production of quality and premium wines on the Croatian market.
In addition to the existing vineyards and premium wines produced by Badel in Dalmatia and continental Croatia, with the integration of Agrolaguna their offer will be additionally rounded off with premium wines from Istria. Badel thus becomes Croatia’s only company with a portfolio covering all the key wine regions and additionally strengthens its market position, with new opportunities for the growth of wine production. With this investment Badel also becomes the largest producer of wine grape varieties with a total of 800 hectares of vineyards and increases its wine production volumes from 2.5 million to 6.5 million litres.
Fortenova Group continues to pursue its strategy of further focusing on retail and food processing, which is why the decision was made to divest Agrolaguna, which is closely connected to agricultural activities and regulations that Fortenova Group, having divested the Agriculture Division, is not in touch with anymore. The size of Agrolaguna also accounts for less than one percent of Fortenova Group’s operating profits and hence it was necessary to find the best possible owner for this high-quality company.
“Badel 1862 is a partner that, given their experience in the industry, can secure the further development of Agrolaguna, the strengthening of its market positions and values and the preservation of jobs. Agrolaguna comes with a strong portfolio of brands that preserve the Istrian heritage and traditions, and their global quality has been acknowledged by numerous international and local awards. We believe that this transaction will provide for the development of new products that will additionally promote Croatian brands on the global scene”, said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors.
Following the successful acquisition of Vinoplod and the Dalmacijavino brands, last year Badel 1862 completed a capital increase at the Duh u boci (Spirit in a Bottle) distillery, known for its Old Pilots gin, and has now with the acquisition of Agrolaguna continued to pursue its ambitious strategy of developing and extending operations in the segment of premium alcoholic drinks production.
“Badel 1862 is the leading Croatian company in the production of spirits and wines and hence the acquisition of Agrolaguna is but a logical step in materialising our development plans and a strong incentive for the additional strengthening of the domestic production. Having recognized the valuable achievements of Agrolaguna in the past, the high quality of its products as well as the knowledge and commitment of its employees, we believe that together we can open up a new chapter in the development of both companies”, said Darko Knez, President of the Management Board of Badel 1862.
By signing the Share Transfer Agreement, Podravka closed the acquisition of Fortenova Group’s agriculture segment, thereby finalising the takeover process of Belje, Vupik, PIK Vinkovci, Energija Gradec, Belje Agro-Vet and Felix. This transaction marks a historical moment for Podravka, additionally strengthening its position as the country’s largest food processing industry and one of the leading in the region.
Podravka, as the owner of all subsidiaries forming the Podravka Group, will manage the agricultural segment through its company Podravka Agri.
“Exactly a year ago we sent the information materials about the six companies constituting the Agriculture Division to the addresses of a number of interested buyers and thus initiated the process of gauging the interest for their potential divestment. Only a year later, we are able to completely close the very complex divestment transaction. Everyone who has ever worked in M&A activities knows how demanding it is to realise the sale-purchase of only one company, let alone an entire division with a number of intertwined relationships among the companies. Hence I would, above all, like to congratulate all the teams from both companies on their exceptional engagement and expertise required to manage and close this process, as well as to our advisors Zagrebačka banka and legal team from Mamić Perić Reberski Rimac .
Today many at Fortenova Group are sad, as people whose dedication has been the foundation of our agriculture segment’s strength are leaving the system after around 20 years of common work, investments and development. Hence the human capital that Podravka is about to receive is invaluable. We believe that they will provide their new company with another dimension of even higher quality.
And last but not least, Fortenova Group views this formal step that we are taking today as the continuation of our relationship within a new framework – through the partnership between two large Croatian companies. After all, this very transaction is the result of our conviction that Podravka, which has itself fostered primary production, is a more natural environment for the agri companies, where they will, in addition to their own potential in the form of expertise and personnel, focused leadership and development vision, also gain new momentum. I am looking forward to witnessing that as partners”, said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, congratulating the partners on closing the Agriculture Division sale-purchase transaction.
Martina Dalić, Chairwoman of the Management Board of Podravka as well as of the Supervisory Board of the company Podravka Agri, pointed out that by closing this acquisition they were about to proudly open a new chapter in the history of the Podravka Group.
„Herewith the Podravka Group will exceed the amount of one billion euros in revenue and will employ more than 8,800 people. With the successful completion of this demanding process we have confirmed our dedication to the development of the Croatian economy and the local agriculture. I am pleased to wish a warm welcome to the new members into the successful and strong Podravka Group on behalf of all our colleagues. It is our intention to increase the strength and importance of the new member companies with significant investments and by working together on the realisation of our ambitious development plans. This acquisition is an opportunity for all of us to jointly build a sustainable and successful future for the Podravka Group and all its members”, Dalić said.
Podravka Agri shall become the third pillar of Podravka Group’s operations. At the helm of the company Podravka Agri, which will manage the agriculture companies, there will be Davor Doko, who is also a member of Podravka’s Management Board and whose task it will be to make sure that the agriculture companies are integrated efficiently.
In the court proceedings between Saif Alketbi and Lazard Frères SAS, a reputable French investment bank, the Chamber of the Commercial Court of Paris adjudicated against Saif Alketbi and rejected all of his claims against Lazard. The Commercial Court of Paris declared the temporary seizure of the documents in possession of Lazard, Fortenova Group’s advisor in the process of its ownership transformation, entirely unfounded. Saif Alketbi, his accomplices and principals have thus once again lost in their repeated attempts to compromise the legitimacy and lawfulness of Fortenova Group’s ownership transformation.
Once the judgment is final and unappealable, the court enforcement officer shall return to Lazard all the documents that were temporarily seized in accordance with the urgent interim measure issued pursuant to unilaterally presented evidence.
Following the insight taken in both parties’ evidence and arguments, which the Court had the opportunity to do in this procedure for the first time, it set aside all consequences of the interim measure, arguing that Alketbi did not have a legitimate reason to access the documents. Alketbi originally requested the measure arguing that he had been deliberately excluded from the bidding process for the acquisition of Fortenova Group, of which he said that it was unusually short, collusive and depriving him of his right to participate in the process, which is why he had originally convinced the Court that the documentation should be urgently seized in order to prevent it from being destroyed.
Having reviewed all the evidence, under the participation of Fortenova Group and the French Public Prosecutor’s Office which got involved in the case on the side of Lazard, the Court found that the divestment process was subject to public disclosure and tendering as well as a communication campaign, that Lazard proved that the timelines were similar to those in other transactions of that type and that Alketbi had not been excluded from the bidding process by Lazard, which had tried to obtain additional information from him to no avail, but that Alketbi had excluded himself by not responding to reasonable requests regarding legal identification measures, adherence to sanctions and prevention of money laundering and terrorist financing. Furthermore, the Court found that Alketbi had not presented any documents that could have cast doubt on the relevance and appropriateness of the criteria defined by Lazard in the invitation to tender.
In conclusion, the Court forbade Alketbi to ever plead as a legally relevant fact to have obtained an original interim measure and ordered him to reimburse the costs of the procedure incurred by Lazard and Fortenova Group in the amount of EUR 90,000 and EUR 75.91 of court fees.