News

Fortenova Group’s “Let’s Meet” and Konzum’s “Little Big Talents” win HUOJ’s Bronze Grand PRix Fortenova group

23.04.2024.

With four brands at the top of the BRANDscore list, Zvijezda is still Fortenova Group’s strongest company Companies

22.04.2024.

Application by Faculty of Graphic Arts students wins competition of developing Fortenova Group’s inclusive retail adjustment projects Fortenova group

04.04.2024.

A group of students from the Faculty of Graphic Arts that developed and presented the project of a navigation app for persons with disabilities to be used at Konzum’s brick-and-mortar stores are the winners of the project introduced by Fortenova Group and Poslovni dnevnik, as part of which students of three higher education institutions had the assignment to elaborate their vision of adjusting retail stores to be easier accessible for persons with disabilities. The presentations were the result of elaborating the tasks that Fortenova Group has tied to one of its key ESG areas – Diversity, Equity and Inclusion, while Poslovni dnevnik ran the ‘Students’ Creative Workshop’ as part of its project Croatian Brains for Croatia.
The Zagreb School of Business also designed an application intended to help people with motoric, sensory and intellectual challenges while shopping, which they have called “Saša, your shopping friend”, while the team of the University North came up with a wider range of recommendations to adjust the points of sale, as well as guidelines for an application solution supported by smart watches.
In choosing the best it all came down to details, and the jury consisting of Konzum and Fortenova Group representatives (Ines Barbir – Director of the Business Applications Department, Denis Validžić – Director of the region Zagreb 1 (Retail), Sandra Đolo, Head of Corporate Communication Services, Lea Kufek Kupres – Sustainability Manager and Lea Ridjan – Market Research and Marketing Support Manager), as well as representatives of the Croatian Federation of Associations for Young People and Students with disabilities – SUMSI, had no easy task.
Finally the jury decided that the proposal which was elaborated in detail in all aspects and which would be the fastest to implement has won. However, most importantly, all three teams have shed light on a number of adjustment elements the adoption of which would largely facilitate movement and shopping for persons with disabilities, whether in brick and mortar stores or when shopping online. The message at the core of all the presentations was that persons with disabilities are part of our lives and that we should provide them with equal opportunities.
It is even more important that in their solutions the students have demonstrated an exceptional level of creativity, inclusion as well as potential to assume responsibility in the business world that awaits them after graduation. With that in mind, as Vladimir Nišević, Editor-in-Chief of Poslovni dnevnik said, “they are all winners of this creative workshop”.
The winning team received a check of EUR 1,500 from Fortenova Group, while the other two teams got 11 Konzum gift cards.

Fortenova Group invites selected bidders to continue participation in potential Agriculture Division divestment process Agriculture

28.03.2024.

Fortenova Group – regional ESG leader Social Responsibility

07.03.2024.

In the competition of large companies from Central and Southeast Europe, the International Economic Forum ‘Perspectives’ and the company ‘Promo Global’ awarded Fortenova grupa d.d. with the Golden Award and the ‘Regional ESG Leader’ acknowledgement for the year 2023 in the Overall ESG Achievements category.
The awards in four categories – Environmental Protection, Positive Impact on the Society, Ethical Management and Overall ESG Achievements in 2023 – were presented to the best entrepreneurs and companies as part of the three-day 9^th Regional Entrepreneurs’ Summit – Top 300, held in Zagreb on the occasion of the World Entrepreneurs’ Day on 5^th March.
On behalf of Fortenova Group, the award was accepted by Marina Burazer, Group Director of Marketing and ESG, who said on this occasion: “I am grateful that Fortenova Group’s efforts in the area of sustainability have been recognized, given all our ongoing activities and projects. Over the last two years we have, at Group level, strategically focused on considering the ESG aspect in order to improve our own operations and clearly define common goals in the areas of reducing emissions, efficient waste management, affecting the quality of life through the quality of food, reducing impact on soil and water, achieving gender equality and positively contributing to the communities in which we operate. Our thank you goes to all Group employees, who actively participate in achieving Fortenova Group’s sustainability goals and implementing all initiatives with a positive impact on the society.”
Deciding on the winners among candidates from 8 countries (Austria, Bosnia and Herzegovina, Montenegro, Croatia, Italy, Northern Macedonia, Slovenia and Serbia), there was an independent International Expert Council, and about their decision the Chairwoman of the Council, Prof. Majda Tafra Vlahović, PhD, university professor and certified professional sustainability expert of the Global Reporting Initiative (GRI), among other things said: “Your commitment to integrating ESG principles into your company’s operational structure has not only set an outstanding corporate responsibility standard, but also demonstrated significant advantages of such practices. While paying you tribute with this Award, we believe that we will witness your company’s pioneering strategies initiate a wave of positive transformation in the corporate landscape, proving that the commitment to ESG values is not only useful, but necessary in order to drive a sustainable and equitable future for all.”

Fortenova Group’s Depositary Receipt Holders Invited to Review ITER STAK Stichting’s Subscription Documents and Decide on Further Participation Fortenova group

16.02.2024.

All eligible Fortenova Group’s depositary receipt holders are informed that ITER STAK Stichting’s subscription documents and information are available to them on a portal set for this purpose, and to make decisions regarding their further participation in this subscription process, or cash-out from the equity structure.

As a reminder, in December last year the majority of 97% of Fortenova Group’s equity holders voted and 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.

From today, all eligible DR holders can access relevant subscription and cash-out information and documentation and the subscription period is scheduled to close on 15 March 2024, subject to possible extension.

All eligible equity holders, among which there are a number of Fortenova Group’s partners and suppliers, have an opportunity to participate in the new ownership structure under the same conditions. Current non-sanctioned equity holders are thus able to either simply transfer their investment to the new BidCo or, by opting to provide an additional investment at own discretion, increase (up to double) their current ownership stake, or elect to cash out and exit the ownership structure.

The respective funds to be paid to the sanctioned equity holders will be paid to a special account where they will remain frozen until the sanctions regulations of the European Union, the US and the UK permit access to these funds.

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 Ltd. has committed to fund all the consideration payable, if necessary.

Once this process is completed, Fortenova Group’s ownership structure will no longer have any sanctioned equity holders.

Fortenova Group Initiates Interest Assessment for the Potential Sale of Agricultural Business Division Fortenova group

30.01.2024.

Fortenova Group on false accusations of Nikola Grmoja and Zvonimir Troskot, MPs, representatives of Most political party Fortenova group

08.01.2024.

In today’s appearance in the Croatian Parliament, MPs of the Most Political Party Nikola Grmoja and Zvonimir Troskot, repeated a series of theses about the business of Fortenova Group, which have already been placed in the public space by Russian protagonists with interests in Fortenova Group, who are under sanctions of the European Union, the United States and the United Kingdom, and who, in violation of sanctions, covertly and illegally tried to hide the sanctioned ownership. Why Mr. Grmoja and Mr. Troskot today became voluntary or paid representatives of the placement of the theses and rhetoric of sanctioned Russian protagonists with interests in Fortenova Group is unknown to us, but the content of today’s statement gives us reason to doubt their truthfulness.

Today, MP Grmoja read, in front of the media, part of the lawsuit brought by the sanctioned Russian SBK Art LLC, which was discussed in court in the Netherlands late last year and which was completely rejected. The same theses were presented through the Croatian media by the legal representative of Saif Alketbi, the alleged owner of SBK Art and Miodrag Borojević, his advisor, in September last year when he announced the filing of criminal charges on behalf of the owner of SBK Art, with the same content as presented today by representatives Grmoja and Troskot.

And while MP Grmoja announces the filing of similar criminal charges next week, he and Troskot are protected from criminal responsibility for publicly told lies and constructions at the expense of Fortenova Group and its CEO Fabris Peruško by political immunity, which they use profusely to spread unverified, unfounded, and dangerous accusations without understanding what they are talking about, completely uncritically, for reasons known only to them.

At today’s press conference, MP Nikola Grmoja and MP Zvonimir Troskot joined the theses that the legal representative and persons related to the sanctioned Russian SBK Art LLC, have presented several times in the past months before the Dutch courts. We would like to remind you that the Dutch judiciary has already rejected the requests of the sanctioned person SBK Art and its alleged owner four times, which confirms the legal foundation of all the moves made by the Fortenova Group management. While MP Grmoja repeatedly invokes “one hundred years in prison for Peruško” in front of the media, uttering untruths and fabricating in unprecedented ways, he himself assumes no responsibility, knowing that he is heavily protected from the investigation by the same institutions for which he announced that he would enforce pressure upon. At the same time, MP’s Grmoja and Troskot show a lack of understanding of who is who and the respective roles in the business of Fortenova Group – they do not understand what Fortenova Group does, what the role of Zagrebačka banka is, who Zdravko Mamić is, what the relations with suppliers and creditors are or the role, or rather the absence of the role, of the Croatian Government in managing the company’s business.

The announcement of the collection of signatures of MP’s in support of the criminal complaint, similar to the one that has already been filed by the alleged owner of the sanctioned SBK Art, represents an attempt to exert direct political pressure on the courts. The fact that two Croatian MPs agreed to be the spokespeople of the theses of sanctioned Russian co-owners unfortunately represents their involvement and participation in the work of the sanctioned Russian SBK Art. Namely, in an action brought before the Court of Justice of the European Union against the European Commission, the legal representatives of SBK Art are currently trying to obtain a judicial lifting of EU sanctions on the company SBK Art LCC. In doing so, in evidence of their theses the legal representatives of the Russian SBK Art have presented the statements of Croatian MP’s, published on their websites and in the Croatian media. This tactic has already been used before the Dutch court, but proved unsuccessful there. In addition, by presenting these untruths, MP’s Grmoja and Troskot help the former owner of bankrupt Agrokor Ivica Todorić in the arbitration proceedings initiated against the Republic of Croatia, i.e. all its citizens.

We want to believe that no Croatian Member of Parliament is a conscious helper of sanctioned persons by spreading untruths, including MP’s Grmoja and Troskot. However, the possible resourceful instrumentalization of MP’s or their ignorance cannot be an excuse and justification for presenting untruths.

During the preparation and pompous announcement of today’s press conference, MP Grmoja didn’t ask Fortenova Group for accurate information or clarifications of other people’s thesis that he uncritically placed it in the public space. This shows that he is not really interested in the truth, and that his primary goal was to present this thesis in front of as large an audience as possible.

Therefore, we expect from MP Grmoja and MP Troskot, as a minimum of transparency, to present their source of the untrue theses about Fortenova Group that they uncritically took over and spread further, to state the reasons for not verifying the information and by all means declare their possible conflict of interest, depending on the nature of the relationship they have with the sources of inaccurate information.

We hereby reject any attempt to politicize the business of Fortenova Group and remind MP Grmoja that Fortenova Group, which has existed since April 2019, is a private company whose business has no connection with the Government of the Republic of Croatia nor is it under anyone’s political influence. The Extraordinary Administration Procedure of Agrokor was formally completed by the decision of the Commercial Court of Zagreb dated 19 July 2022, the Extraordinary Commissioners in this procedure were appointed by the Commercial Court of Zagreb upon proposal of the Government of the Republic of Croatia, and not a single kuna from the Croatian state budget was spent in the process of restructuring Agrokor through bankruptcy. To call Fortenova Group’s CEO Fabris Peruško “Plenković’s commissioner” is an act of political manipulation of the lowest level, even below the very low level we have already experienced from MP Grmoja.

We would like to remind the representatives Grmoja and Troskot that the management of Fortenova Group, as well as the process of changing its ownership structure, is in accordance with the world’s best practices, continuously monitored and advised by authorized legal, investment and audit firms, and the legality of the entire process has been confirmed four times by the competent Dutch courts. In addition, the management of Fortenova Group is closely monitored by the US investment fund HPS, as its creditor. No single individual in Fortenova Group can agree and approve business transactions by themselves, but decisions are rather made by management bodies, which at any given time consist of five to nine members.

So we hereby thank representatives Grmoja and Troskot for their concern for Fortenova Group’s business processes, which is really unnecessary. Having followed their activities, we can only conclude that in our company we do not need the services of experts with the professional profile of the respected Messrs Grmoja and Troskot.

Finally, we remind representatives Grmoja and Troskot that Fortenova Group in Croatia employs more than 25,000 hard working employees, from whose work and taxes they receive their salaries. Therefore, in representing the interests of the protagonists sanctioned by the EU and the Republic of Croatia, MPs Grmoja and Troskot should be mindful of not spreading untruthful information that endanger the operations of the largest Croatian company, with a total of 45,000 employees, for the sake of someone’s particular interests.

Lastly, being at the dawn of an election year, as the country’s largest company we would invite all of our Members of Parliament to build their political position on constructive visions, ideas and topics that are of developmental and strategic significance for the Republic of Croatia and its citizens, instead of engaging in this kind of political manoeuvring as MP’s Grmoja and Troskot.

Fortenova Group DR Holders Voted with Significant Majority for New Ownership Structure Without Sanctioned Equityholders Fortenova group

19.12.2023.

At today’s Fortenova Group Depositary Receipt (DR) Holders Meeting the majority of 97% equityholders 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.

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 equityholders’ interest in additional investment, Open Pass Ltd. has committed to fund all the consideration payable, if necessary.

According to the approved transaction, Fortenova Group’s ownership structure will no longer have sanctioned equityholders, who will be compensated for their ownership. All eligible equityholders, i.e. practically all non-sanctioned current DR holders of the company, among which there are a number of Fortenova Group’s partners and suppliers, will participate in the new ownership structure under the same conditions. Current non-sanctioned equityholders shall thus 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. The respective funds to be paid to the sanctioned equityholders will be paid to 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 18 December 2023, which dismissed claims by SBK Art LLC 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 today’s DR Holders’ Meeting. Thus, a line of litigations against the Fortenova Group by the sanctioned SBK Art and its purported owner has now been rejected by the Dutch judiciary for the 4^th time.

“With this key decision in the long process of Fortenova Group’s ownership consolidation we are entering the new year with new enthusiasm. The fact that non-sanctioned equityholders, including a significant number of our suppliers who are equityholders, have with a large majority supported the proposed solution, confirms what we have been emphasizing – that it is in the best interest of the business and all Fortenova group stakeholders. This solution also equally protects unsanctioned and sanctioned equityholders, to whom payment of the agreed amount preserves the value of their investments, which unfortunately decreases with each day of continued business with sanctioned co-ownership. After this decision, our equityholders can choose one of the options offered to them, and since the transaction needs to be approved by certain sanctioning bodies and competition regulators, we expect to conclude it in the second quarter of next year. Without sanctioned equityholders in the ownership structure, the company will be able to continue to operate successfully, achieve good results and increase value for all stakeholders.” said Fabris Peruško, Fortenova Group’s CEO and Member of the Board of Directors.

Following Amsterdam District Court’s Dismissal of All Claims by Sanctioned SBK Art, The Meeting of DR Holders Proceeds As Planned Fortenova group

18.12.2023.

Fortenova Group soon without sanctioned equityholders in ownership structure Fortenova group

29.11.2023.

Fortenova Group TopCo B.V., the Dutch holding company which is the ultimate owner of Fortenova grupa d.d. and its well-known companies in Croatia and the region, such as Konzum, Mercator, Zvijezda, Dijamant, Jamnica and PIK Vrbovec, today announced a transaction for a revised equity structure designed in a way to strengthen and ensure Fortenova Group’s future successful operations. This new ownership structure is intended to prevent further financial damage and operational difficulties, which have so far resulted from the presence of sanctioned equityholders in the company.

Essentially, the Dutch holding company announced that an agreement has been reached with the company Open Pass Ltd., the largest non-sanctioned Fortenova Group equityholder (depositary receipt holder in Fortenova STAK), which should result in a new ownership structure with no sanctioned equityholders within it. The agreement encompasses the sale and transfer of 100 percent 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 the Dutch foundation Iter STAK Stichting and the Dutch company Iter BidCo B.V., for a consideration of up to EUR 660 million in total.

Out of the total consideration payable by the buyers for MidCo, EUR 500 m is unconditional and will become payable at completion of the proposed transaction, while the payment of the remaining up to EUR 160 million is dependent upon Fortenova Group reaching the financial goals set forth in the agreement, that should be made possible by this very transaction. The financial goals to the realisation of which – whether partial or full – the payment of the remaining amount is connected, are primarily the arrangement of a sustainable refinancing in 2024, under conditions better than the current, and reaching certain net debt-to-EBITDA ratio targets lower than the current. If a disposal or listing of the company’s material amount of assets should occur within the next three years, the agreement sets forth possible additional payments to the current equityholders that will not be part of the new ownership structure. By way of reminder, in September this year Fortenova Group signed a bond issuance agreement in the amount of EUR 1.2 billion, whereby the company’s debt has been 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 shares of the company MidCo.

An approval for the transaction which is necessary for its closing shall be requested from the equityholders (depositary receipt holders) of Fortenova Group STAK at the Depositary Receipt Holders’ Meeting, and the voting is expected to be completed on 19th December 2023. The agreement on which the equityholders (depositary receipt holders) shall vote sets forth that the right to participate in the new ownership structure under the same conditions as OpenPass will be provided to all eligible equityholders, i.e., practically all non-sanctioned current depositary receipt holders of the company, among which there are a number of Fortenova Group’s partners and suppliers. Current equityholders that are not sanctioned due to the Russian aggression on Ukraine shall thus 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. The respective funds to be paid to the sanctioned equityholders will be paid to 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.

What the new ownership structure will look like exactly 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 equityholders’ interest in additional investment, Open Pass has committed to fund all the consideration payable, if necessary.

The Board of Directors of Fortenova Group TopCo unanimously decided to approve this transaction and to put it to the vote of the depositary receipt holders as a result of a long process during which TopCo had sought offers for the acquisition of Fortenova Group or a similar transaction from different sides, followed by extensive negotiations with Open Pass, which proved to be the only party willing to underwrite an acquisition of all shares in MidCo through the BidCo structure, should that be necessary. In arriving at the proposed transaction, the Board of Directors of TopCo, including two newly appointed independent directors along with the existing members of the management board, has taken into account the interests of all stakeholders, paying particular attention to matters such as securing the required funds and the governance of the new BidCo structure. The TopCo management was advised by leading global legal and financial experts, including the law firms Akin Gump LLP and Houthoff Coöperatief U.A. and the investment bank Lazard Frères SAS, and the independent international investment bank Houlihan Lokey has provided a fairness opinion in connection with the proposed transaction.
The proposed transaction also has the unanimous recommendation of Fortenova grupa d.d.’s Executive Directors. They decided to endorse the transaction, since it is in the best interest of the Fortenova Group, its business and all its stakeholders.

On this occasion Fabris Peruško, Fortenova Group’s CEO and Member of the Board of Directors said: “This agreement will enable all current non-sanctioned equityholders of our company to decide, under the same conditions, whether they want to continue to be equityholders in Fortenova Group’s new ownership structure, without the sanctioned equityholders that will be compensated in accordance with the sanctions regulations. Reaching the agreement with Open Pass, which has agreed to underwrite the entire amount of the transaction if necessary, is a key turning point that opens a new chapter for us and provides Fortenova Group with new prospects. With the beginning of the war in Ukraine we have found ourselves, through no fault of our own, in a situation where the sanctioned Russian equityholding significantly restricted our operations and further development, rendering a long-term and sustainable refinancing practically impossible. This situation is now finally about to change for the benefit of all our employees, partners, customers and the broader communities in the countries where we operate. I am particularly pleased that the implementation of this agreement will finally enable the payment to the suppliers of the former Agrokor, most of whom are current partners of Fortenova Group, of a debt totaling EUR 82 m held by the Dutch holding company Fortenova Group TopCo.”
In order for Fortenova Group’s equityholders to be able to make an informed decision on how to vote and a decision on whether and with which amount of a possible additional investment to transfer their share into BidCo STAK, Fortenova Group TopCo has prepared detailed materials available to the investors, with whom a conference call will be held as well. The closing of the transaction, expected to take place between Q1/24 and Q2/24, will also require approvals of certain sanctions authorities as well as approvals of market competition authorities in several jurisdictions.

Mercator signs contract on Engrotuš acquisition Fortenova group

15.11.2023.

Mercator signed a contract on the acquisition of 100 percent of shares in Entrotuš today, and together with the signing of the contract, the procedure has been initiated to obtain the approval of the Market Competition Agency of the Republic of Slovenia (AVK). The merger between Mercator, owned by Fortenova Group, and Engrotuš will strengthen the market position of both retailers and provide new development opportunities for Slovenian suppliers and employees. The signatories to the contract are convinced that the integration of the the two companies forms an excellent foundation for the future growth of the integrated company and its operational sustainability in the long term, which will bring benefits for all stakeholders and, consequently, also for the entire economy.

“It is our great pleasure to close the year with yet another great acquisition in retail. Following Franca markets in Montenegro, the acquisition of Tuš stores is the second major expansion of our retail network within short time, whereby we have definitively affirmed the status of the region’s strongest domestic retail chain, proving what we had announced when we integrated Mercator into Fortenova Group’s network in 2021. Our satisfaction is even greater taking into account the challenges that retail operations have faced over the course of this and the last year. In spite of that, we have remained very focused on the realisation of our strategy, with the main goal being to get as close to our customers as possible across the entire network and to continuously offer them a wide choice of products and services at affordable prices, while strengthening the national economies in the five countries where we operate by fostering excellent relationships with local suppliers at the same time. It is our strong belief that this is the best guarantee for the long-term development of the entire national economy – from production through processing to retail – which then constitutes a significant contribution to the sustainable development of the region’s economies through employment and investment support” – said Fabris Peruško, Fortenova Group’s CEO and Member of the Board of Directors.

On behalf of the sellers, the companies Tuš holding and AH Invest 1, Andraž Tuš pointed out: “Today we have signed a sale-purchase agreement for 100 percent of shares in the company Engrotuš d.o.o., without the operations of Tuš drugstore, which is in the process of being spun off. After several months of negotiations we have decided to proceed with a buyer that, in our opinion, is the best choice for our employees, business partners and the development of the company’s core business. We believe that this integration will have positive effects on the Slovenian economy.”

Tomislav Kramarić, President of the Management Board of Mercator, said: „This transaction marks the continued ownership consolidation in the retail sector. Mercator has recorded stable organic growth, and the acquisition of and merger with Engrotuš will help us realize our business goals. I am convinced that the integration is in everyone’s best interests, from employees to Slovenian suppliers across the chain. The integration will also strengthen the stability of both companies and offer Slovenian consumers the best choice of products and services.”

Pending the obtainment of approval from the Market Competition Agency, no details of the contract or further development plans of the merged companies can be disclosed.

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