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Fortenova Group and Badel 1862 Sign Sale-Purchase Agreement for Agrolaguna Fortenova group
31.03.2025.
Fortenova group
Fortenova Group and Badel 1862 Sign Sale-Purchase Agreement for Agrolaguna
31.03.2025.

Badel 1862 acquires 100 share in Istria’s largest wine and olive oil producer

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.

Fortenova Group and Podravka close Agriculture Division sale-purchase transaction Fortenova group
31.01.2025.
Fortenova group
Fortenova Group and Podravka close Agriculture Division sale-purchase transaction
31.01.2025.

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.

Another courtroom victory for Fortenova Group in vexations litigation brought by group around Saif Alketbi Fortenova group
22.12.2024.
Fortenova group
Another courtroom victory for Fortenova Group in vexations litigation brought by group around Saif Alketbi
22.12.2024.

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.

Fortenova Group shareholders approve bond refinancing Fortenova group
04.11.2024.
Fortenova group
Fortenova Group shareholders approve bond refinancing
04.11.2024.

The Depositary Receipt Holders’ Meeting of Fortenova Group has granted approval to refinance Fortenova Group’s existing bond with the current majority creditor, the investment company HPS Investment Partners. The refinancing has been approved for up to EUR 1.22 billion for the period until the end of Q1/2026.

This arrangement will reduce the effective annual financing cost as well as the discount on the bond issuance. At the same time, with the extension of the arrangement with HPS the preconditions have been met for Fortenova Group to receive a credit rating in 2025 and proceed to refinance the HPS arrangement with traditional financial institutions as a next step.

Fortenova Group Shareholders Invited to Vote on Bond Refinancing Fortenova group
25.10.2024.
Fortenova group
Fortenova Group Shareholders Invited to Vote on Bond Refinancing
25.10.2024.

Fortenova Group sent an invitation to the Depositary Receipt Holders today for a meeting to be held on 4th November 2024, where the DR Holders shall vote on Fortenova Group’s proposal to refinance the existing bond up to the amount of EUR 1.22 billion with its current majority creditor, the investment company HPS Investment Partners, for a period lasting until the end of Q1/2026.

Over the course of the ownership transformation process, which was completed in July, Fortenova Group exerted significant efforts to refinance the debt with commercial banks and arrange the best possible financing that would enable it to refinance the entire amount of the bonds due in late November 2024 under the most favourable conditions possible.

Due to the shortened deadlines, current market developments and SBK Art’s vexatious litigation related to their attempted obstruction and intimidation of financial institutions, the refinancing with commercial banks has not been realized and hence the DR Holders have been presented with a temporary extension arrangement proposal with the HPS funds, which proved to be the best solution for Fortenova Group under the given circumstances.

“Thanks to the ownership transformation and the exclusion of sanctioned shareholders from the ownership structure, with this arrangement we were able, in spite of all difficulties, to reduce the effective annual cost of financing as well as the discount on the bond issue after all. Most importantly, with the extension of the arrangement with HPS the conditions have been met for Fortenova Group to receive a credit rating in 2025 and to refinance HPS with traditional financial institutions as the next step”, said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors.

Fortenova Group under attempted social engineering/phishing campaign Fortenova group
15.10.2024.
Fortenova group
Fortenova Group under attempted social engineering/phishing campaign
15.10.2024.

Since several days Fortenova Group has been under an attempted social engineering/phishing campaign, intended to trick the company into making payments to bank accounts controlled by criminals. Initially, the campaign starts via instant messaging applications, WhatsApp in particular, with multiple attacks recorded in various countries where Fortenova Group operates.

The target of the attack is Fortenova Group’s senior management and the attacks all follow the same pattern – the attackers impersonate a management member, invoking secrecy and urgency, while trying to initiate external payments from the Group’s accounts.

These are classic elements of social engineering attacks, with voice messages received on several occasions coming apparently from Fortenova Group’s CEO, which were generated with the help of some LLM AI tool, and the generated voice sounds like the real one.

This voice message has also been sent to numerous external addresses and we would therefore like to warn our business partners and other possible recipients of such messages to not fall for them and to verify the authenticity of any request for payment with their direct contact at Fortenova Group, i.e. to be particularly cautious in order to avoid being a target of criminal activity.

The attack has been reported to the Zagreb Police Department and criminal investigations are under way.

Fortenova Group’s Executive Management: Fabris Peruško – Chief Executive Officer, Damir Spudić – Chief Financial Officer Fortenova group
04.09.2024.
Fortenova group
Fortenova Group’s Executive Management: Fabris Peruško – Chief Executive Officer, Damir Spudić – Chief Financial Officer
04.09.2024.

The former Executive Directors shall continue to head their respective areas of responsibility in the position as directors of Fortenova Group and Hido Lajtman is a proxy holder

In furtherance of the intention to increase efficiency in the company’s management and decision making, Fortenova Group’s Board of Directors passed a decision according to which Fabris Peruško, Fortenova Group’s Chief Executive Officer, shall be joined in the Executive Management by Damir Spudić as the Group’s Chief Financial Officer. At the same time Spudić shall also become an Executive Member of Fortenova Group’s Board of Directors.

The former Executive Directors shall continue to head their respective areas of responsibility in the position as directors of Fortenova Group. Gordana Fabris is Group Director of Human Resources, Hido Lajtman is Group Director of Legal Affairs and Compliance and proxy holder, Marin Dokozić is Group Director of Retail and Damir Leko Group Director of Agriculture.

Over the last three years Damir Spudić held the position of Non-Executive Member of the Board of Directors and over the same period he was also Board Member and Chief Financial Officer of the company Energia naturalis (ENNA) and Chief Financial Officer of the ENNA Group. He is also a Member of the Supervisory Board of Pevex d.d. and Deputy Chairman of the Supervisory Board of the company ENNA Fruit d.o.o.

He was as well Member of the Supervisory Board of Luka Ploče d.d. (Port of Ploče) and participated in the financial stabilisation and successful restructuring of Petrokemija d.d.

He started his career at Hypo Alpe-Adria-Bank in 2005 and in 2010 became its Area Director of Sales responsible for the overall sales results in the region of Slavonia. He joined the ENNA Group in 2012.

He holds a Master’s Degree in economics from the J.J. Strossmayer University of Osijek and currently attends doctoral studies of economics and global security at the Zagreb Faculty of Economics.

Changes in Fortenova Group’s Board of Directors Fortenova group
28.08.2024.
Fortenova group
Changes in Fortenova Group’s Board of Directors
28.08.2024.

Pursuant to the decision of the General Meeting and in accordance with the company’s further development strategy, some changes shall take place in Fortenova Group’s key governance body. In particular, by decision of the DR Holder’s Meeting of 28th August this year, the Group’s Board of Directors (BoD) shall have a reduced number of members and instead of nine, as was the case so far, it shall have five to seven members.

The position of BoD Chairman shall be assumed by its former Member Pavao Vujnovac and his Deputy will be Josip Jurčević, Along with Josip Jurčević, Borut Petek has been appointed as another new BoD Member.

Josip Jurčević holds a degree as University Specialist in Business Economics from the postgraduate professional studies of the Zagreb Faculty of Economics, where he also attended a doctoral programme in economics and global security. After almost 14 years of work in the Security and Intelligence Agency, where he gained extensive experience in system organisation and strategic thinking, he has transitioned to the private sector. He has founded and managed numerous successful companies in the Republic of Croatia and abroad, including the development and realisation of real estate investment businesses.

Borut Petek is the founder and CEO of the company Boston Advisors CEE. He holds an MSc degree in strategic management, with an academic background from prestigious institutions such as Harvard, MIT and Oxford. He spent eight years as Visiting Fellow at the Department of Government of Harvard University – Cambridge, MA. He is a Member of the Global Corporate Affairs Council at the Oxford University, UK.

The former BoD members, Maksim Poletaev and Vsevolod Rozanov, resigned from their positions in Fortenova Group’s Board of Directors during August. Fortenova Group thanks Maksim Poletaev for his leadership and significant contribution to the company’s operations over the course of his term as Chairman of the BoD, as well as Vsevolod Rozanov for his engagement in the role as BoD Member. Fortenova Group appreciates their commitment to the stabilisation and improvement of the company’s operations and wishes them success in their future projects.

Fortenova Group and Podravka sign sale-purchase agreement for Agriculture Division Fortenova group
26.07.2024.
Fortenova group
Fortenova Group and Podravka sign sale-purchase agreement for Agriculture Division
26.07.2024.

Fortenova Group and Podravka signed a sale-purchase agreement, whereby Podravka has acquired the companies from Fortenova Group’s Agriculture Division, comprising Belje, Pik Vinkovci, Vupik, Energija Gradec, Belje Agro-Vet and Felix.

The value of the transaction on a cash-free/debt-free basis is EURO 333 million. Podravka shall acquire the vertically integrated agriculture operations diversified in 12 segments, from growing crops on 32000 hectares of farmland and operations including pig and cattle breeding farms, winegrowing and viticulture to the production of final meat and dairy products. The companies from Fortenova Group’s agriculture segment also hold biopower plants, silos and the reloading port of Vukovar and employ a total of more than 2600 employees. The agricultural segment is also connected to several hundred subcontractors through contract farms as well as individual contract farmers in crop, vegetable and fruit production.

“The fact that we have very quickly concluded the negotiations about all the conditions of the transaction testifies that we have made the right decision by choosing Podravka and is a great precondition for a long-term partnership in this area as well, which we are about to start today. With this agreement both companies are opening new stages in their respective operations, and I am sure that our agriculture will be in good hands, as we have paid attention to selecting a partner that will truly make the maximum contribution to the further development of the business. I would like to thank all employees of the Agriculture Division and Fortenova Group, who have over the last six months worked hard to bring the realisation of this process to the point of signing the agreement” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors.

The completion of the transaction shall follow once the usual regulatory approvals are obtained.

Fortenova Group publishes 2023 Financial Statements and Sustainability Report Fortenova group
16.07.2024.
Fortenova group
Fortenova Group publishes 2023 Financial Statements and Sustainability Report
16.07.2024.

With the publication of its audited Consolidated Financial Statements and the Sustainability Report for 2023, Fortenova Group has rounded off a very intensive first half of the year. In particular, after last week’s announcement of a very successful implementation of its ownership transformation and the fact that it no longer has any sanctioned shareholders in its ownership structure, as well as of the decision on having selected Podravka as its partner to continue the process of divesting the agriculture business, in the Financial Statements and the Sustainability Report the Group has now presented its last year’s business operations to the public in detail.

The audited Consolidated Financial Statements disclose the key financial indicators, while the Sustainability Report features a comprehensive overview of the Group’s and its operating companies’ operations in 2023, focusing on the activities in seven key sustainability topics.

When it comes to the financial indicators for 2023, according to the audited consolidated results the Group generated total consolidated revenues of more than EUR 5.8 billion. Adjusted consolidated operating profits were lower than in the year before and amounted to EUR 251 million. The net debt at the end of 2023 was EUR 970 million, while the net debt to adjusted operating profits ratio was 3.86 times. In a year-on-year comparison, all of the Group’s business divisions recorded higher total revenues, while having generated lower operating profits.

“Reflecting on last year’s financial results, it is important to note that, regardless of the specific circumstances that we found ourselves in, which we extensively addressed in the previous days, the Group has accomplished the most important goals planned, particularly having in mind the impact that global economic developments have had on our operations. As expected, the reduced operating profits as compared to the previous year were primarily due to the high increase in costs, particularly of energy and raw materials, and the increase in employee benefits. Nevertheless, despite the growth of our financing costs, the total net debt to adjusted profits ratio is on a satisfactory level” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, commenting on the 2023 financial indicators.

When it comes to the third consecutive Sustainability Report, it contains information about the businesses of 39 operating companies and Fortenova grupa d.d. and indicates key strides made in the area of sustainability in 2023, as confirmed by two awards received by the Group in the previous period. The first one is the Gold Award and the “Regional ESG Leader” acknowledgement for overall ESG achievements, awarded in the competition of large companies from the territory of Central and Southeast Europe by the International Economic Forum “Perspektive” and the company “Promo global”, while the Group received the “Hrvoje Požar” annual award in the category of a realized rational energy management project for the implementation of a comprehensive energy efficiency project. The achievement of energy efficiency is one of the priorities that the Group has intensively been working towards since 2022, when it started to establish the processes of determining all emission sources in its own operating process and the entire supply chain. Following an integral calculation of the carbon footprint from all established sources, studies were prepared in collaboration with the Hrvoje Požar Institute for each of the Group’s 40 companies engaged in different business activities, aimed at reducing their carbon footprint, as well as the pertaining documentation for the implementation of measures for its reduction in the period between 2025 and 2030. At the same time, the plans on reducing the carbon footprint at Group level started to be implemented already over the course of 2023 by initiating projects intended to increase the share of renewable energy sources in the overall consumption, define summer and winter store temperatures, reduce lighting outside the working hours to a security minimum, install LED lighting and close the refrigerated display cabinets in the stores, install higher capacity compressors and economizers on the boilers in specific companies and modernize the vehicles. Thereby, savings of 5 percent were made at Group level in the overall energy consumption.

Another important step was the increase in employee investments, which is particularly important given the total number of workers employed by the Group across the region and the risk arising from labour shortages. Since 2019 the labour costs have thus increased at Group level by almost EUR 200 million, with the Group continuing to invest in the growth of total employee benefits (salaries, performance-related remuneration and various bonuses/rewards), where it has been recognized in the broader environment for actively advocating the search for new and the relaxation of existing models of substituting the insufficient number of the working population in the countries of the region.

Another thing the Group companies have in common is the initiative related to the reduction of food waste, where Konzum HR has for the sixth consecutive year been recognized as the largest food donor in Croatia, while at the same time four Group companies – Fortenova grupa d.d., Konzum HR, Zvijezda HR and PIK Vrbovec HR – have, upon initiative of the Ministry of Agriculture, acceded to the Voluntary Agreement on the Prevention and Reduction of Food Waste, “Together against food waste”.

Furthermore, given that it has defined the diversity of representation at all levels, along with achieving gender equality, as one of its ESG goals, over the course of 2023 the Group adopted the Diversity, Equity and Inclusion Policy, with action plans prepared for the implementation of the Policy in 2024.

“The package of information where we have presented in detail everything that we did in 2023 is yet another proof of our dedication to responsible business operations, and in that light our strides regarding sustainability topics should be viewed as well. This, of course, also applies to a number of activities that we have undertaken over the course of last year, related to securing the stability and safety of our operations, particularly when it comes to the financial aspect, but also with regard to different external challenges and abrupt changes to the conditions in which our business operations took place”, Peruško concluded, commenting on the key elements of the Group’s Sustainability Report.

The 2023 Sustainability Report is available at the following link: https://fortenova.hr/wp-content/uploads/2024/07/Fortenova-Group-Sustainability-report-2023.pdf

Fortenova Group selects Podravka as strategic partner to negotiate sale-purchase conditions for Agriculture Division Fortenova group
12.07.2024.
Fortenova group
Fortenova Group selects Podravka as strategic partner to negotiate sale-purchase conditions for Agriculture Division
12.07.2024.

Following the assessment of the binding offers received in the interest gauging process of the Agriculture Division divestment procedure, Fortenova grupa d.d. has evaluated the offer from Podravka d.d. as the best overall.

Accordingly, the two companies have signed an Exclusive Negotiations Agreement, pursuant to which Fortenova Group will continue the negotiation process on closing a sale-purchase agreement only with Podravka.

Fortenova Group’s Agriculture Division comprises the companies Belje, PIK Vinkovci, Vupik, Energija Gradec, Belje Agro-Vet and Felix. Detailed analyses of the binding offers received have shown that Podravka’s bid, besides offering the highest price, also in the best possible way meets the criteria set in the transaction as the most desirable strategic partner for those companies.

„We entered the interest gauging process for the Agriculture Division divestment with a view to maximizing the value and identifying potential partners who would be able to guarantee the development and sustainability of this nationally important industry and securing the further development of its operations and employment, the result thereof being the economic prosperity of the entire region of Slavonia and Baranja. We have found precisely such partner for our agricultural companies in Podravka. Podravka’s additional advantage is the fact that with it we would gain a strategic partner that would continue to provide high-quality domestic raw materials for further processing and production for PIK Vrbovec and the entire Fortenova Group system. Therefore, I am sure that by selecting Podravka as our exclusive partner to negotiate the details of the sale-purchase agreement we have made the best possible decision not only for the agricultural companies and our employees, but for all other stakeholders as well” – commented Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors.

Herewith the half-year process of selecting a strategic partner for Fortenova Group’s agricultural operations has entered its final stage, and following the conclusion of the sale-purchase agreement it will be necessary to obtain the usual regulatory approvals from the competent market competition authorities in order to close the transaction.

Fortenova Group Completes Ownership Structure Transformation, Removing Sanctioned Equity holders Fortenova group
09.07.2024.
Fortenova group
Fortenova Group Completes Ownership Structure Transformation, Removing Sanctioned Equity holders
09.07.2024.

Fortenova grupa d.d., the largest employer in the region with over 45,000 employees and including well-known South East European companies such as Konzum, Mercator, Zvijezda, Dijamant, Jamnica, and PIK Vrbovec, has announced that its Dutch top holding company, Fortenova Group TopCo B.V., has successfully completed the transformation of its ownership structure. This was achieved by closing the pending sale of Fortenova Group MidCo B.V. (which holds Fortenova grupa d.d. and all Fortenova grupa operating companies) to Iter BidCo B.V., comprised of non-sanctioned equity holders of TopCo.

Consequently, as of today, Fortenova grupa no longer has any sanctioned or Russian or Belarusian equity holders. Upon completion and following a subscription process in which all non-sanctioned and non-Russian or Belarusian persons were entitled to participate in Iter BidCo B.V. on the same terms as Open Pass, Open Pass has become the majority equity holder with a 93.78% stake in Iter BidCo B.V. Over 80 minority equity holders have decided to participate in the new ownership structure and together hold a 6.22% stake.

As Open Pass has now exceeded the relevant 85% threshold, it is, in principle, obligated to make a mandatory offer for all DRs not held by it at a price equal to the subscription price in Iter BidCo B.V. This allows minority equity holders, who initially decided to remain with the Fortenova grupa under the new ownership structure, the opportunity to sell their equity if they so choose.

Transaction Details

The transaction, entered into in November 2023, aims to prevent further financing and operational difficulties and to avoid significantly increased financing and compliance costs stemming from the presence of sanctioned equity holders in Fortenova Group. (https://fortenova.hr/en/news/fortenova-group-soon-without-sanctioned-shareholders-in-ownership-structure/). The agreement between Fortenova Group TopCo and Open Pass, the largest non-sanctioned Fortenova Group depositary receipt holder in Fortenova STAK, involved the sale and transfer of 100 percent of TopCo’s equity in MidCo for a total consideration of up to €660 million.

Out of this total consideration, €500 million was unconditional and has been settled with the completion of the transaction. The remaining up to €160 million is conditional upon Fortenova Group achieving certain financial goals, primarily sustainable refinancing in 2024 under improved conditions, and attaining specific net debt-to-EBITDA ratio targets. Additionally, there are provisions for potential additional payments to current equity holders if a significant disposal or listing of the company’s assets occurs within the next three years.

By way of reminder, in September 2023 Fortenova Group signed a bond issuance agreement in the amount of €1.2 billion, whereby the company’s senior debt was refinanced for the short-term period until late November 2024 and the current creditors – funds headed by the US-based HPS Investment Partners, will continue to have a pledge on the equity and all material assets of the newly transferred Group.

Payment Details

On July 9, 2024, with all applicable approvals and conditions precedent satisfied or waived, the total purchase price was settled in full by eligible Fortenova Group equity holders who decided to transfer their stakes to the new ownership structure, and the shares in Fortenova Group MidCo B.V. have been transferred to Iter BidCo B.V.. The total purchase price of €500 million includes €86 million allocated to fully repay the so-called ‘border debt’ to the former Agrokor suppliers, ensuring their financial claims are now settled in full. Additionally, €33.5 million will remain with Fortenova Group TopCo to fund its contingent liability and its operational costs until its liquidation, which is expected in three to four years.  These funds, which would otherwise largely be available for distribution to equity holders, are amongst others being retained to cover expenses arising from numerous litigation efforts of TopCo’s sanctioned DR holder SBK Art, and its purported owner and his advisor, and the refusal of Sberbank to finalize required formalities to effectuate the long since agreed waiver of its rights under the loan note issued to it by TopCo. A majority of this retained amount of €33.5 million would become available for distribution if proper actions are timely taken by SBK Art and Sberbank.

Of the €500 million received at closing, total sales proceeds of €380.5 million will be distributed to equity holders, whereas €154.9 million represents the transfer of equity to the new ownership structure, and €225.5 million will be distributed in cash to the equity holders that will not remain in the new ownership structure. Of this, the largest portion, an amount of €165 million, consisting of €159 million that goes to SBK Art and €6 million for Sberbank’s escrowed depositary receipts, will be held for Sberbank and its affiliate in a special escrow account that they will be given access to once the sanctions regulations of the European Union, the US, and the UK permit it.

Future Focus

On this occasion, Fabris Peruško, Fortenova Group’s CEO and Member of the Board of Directors said: “Fortenova Group expresses its gratitude to all stakeholders who have shown patience and support throughout this complex transaction. The completion marks a new chapter for the Group, promising a more stable and prosperous future. With the removal of sanctioned equity holders, Fortenova Group will now direct its efforts toward refinancing its €1.2 billion debt and improving operational efficiencies. The Group is poised to enhance its daily operations, unburdened by the complexities associated with the previous sanctioned equity holders.”