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Fortenova Group Signs Sales Agreement with Nomad Foods for Divestiture of its Frozen Food Business Food

29.03.2021.

Fortenova Group d.d. and Nomad Foods Limited have signed a Sale and Purchase Agreement (SPA) for the Frozen Food Business Group (FFBG) consisting of Ledo plus d.o.o., Ledo Čitluk d.o.o. and Frikom d.o.o. alongside several smaller affiliated companies.

The value of the transaction is EUR 615 million, on a debt-free, cash-free basis, with completion planned for Q3 2021. Upon completion, Nomad Foods will become the owner of FFBG which comprises a leading European frozen food portfolio of iconic local brands with strong consumer awareness in Croatia, Serbia, Bosnia & Herzegovina and several other countries in South East Europe (SEE). With more than half a century of tradition, the FFBG is the largest producer and distributors of ice cream and frozen foods in its respective markets.

“This is a transformational transaction for Fortenova Group with all the funds to be used to deleverage the Group and deliver a Fortenova Group that is, after many years, financially strong and able to fully invest in all its businesses”, said James Pearson, Fortenova Group’s Chief Financial Officer.

“Our Frozen Food Business Group is the market leader in the region where we operate, and I am glad that we have achieved our main goal in its sales process. The goal was, over and above maximizing value, to conclude this transaction with a strategic partner who will make the maximum contribution to further the development of FFBG and recognize the full value and potential of this business and its people”, said Fabris Peruško, Fortenova Group’s Chief Executive Officer and member of the Board of Directors. “With completion of this transaction we will fulfil a key prerequisite for the capital structure optimization that will enable strong investment in our businesses and drive their future growth. I am very thankful to all people in the Frozen Food Group and in the Fortenova Group who have worked very hard over the past six months to make this happen. Knowing that our Frozen Food is going to be in very good hands, we are looking forward to cooperating with Nomad Foods as an important future business partner in this region”, concluded Peruško.

Completion of the transaction is subject to regulatory approvals in the applicable markets as well as Fortenova Group’s shareholders’ approval. Fortenova Group’s Board of Directors, consisting also from representatives of majority shareholders, has unanimously supported signing of the SPA with Nomad Foods.

Fortenova Group was advised on this transaction by Akin Gump Strauss Hauer & Feld LLP, Bogdanović, Dolički & Partners Law Firm, Citigroup Global Markets Europe AG, Isailović & Partners Law Firm, KPMG Croatia, Marić & Co Law Firm and VTB Bank (Europe) SE.

Fortenova Group becomes General Sponsor to HNS Fortenova group

27.03.2021.

Konzum, Jamnica and PIK Vrbovec become official sponsors to HNS

The Croatian Football Association (Hrvatski nogometni savez – HNS) and Fortenova Group have joined forces and thus one of Southeast Europe’s largest companies has become sponsor to HNS and the current Vice World Champions

Fortenova Group has thus become General Sponsor to the Croatian Football Association, while three companies from its portfolio – Konzum, Jamnica and PIK Vrbovec will be official sponsors to the HNS. The Sponsorship Agreement for the next four years was signed by Davor Šuker, President of HNS and Fabris Peruško, Chief Executive Officer of Fortenova Group, as well as Zoran Mitreski, Dario Šalić and Slaven Ružić, Heads of Konzum, Jamnica and PIK Vrbovec, respectively. Pursuant to the Agreement, Jana becomes the official water of the national football team and of HNS.

“We are proud to be the General Sponsor of the Croatian Football Association for the years to come. The national football team is one of the symbols of Croatia and one of the world’s best ranking national teams, with numerous sporting successes. Success and excellence are the very values that Fortenova Group as one of the leading companies in Southeast Europe is guided by. At the same time, as Croatia’s strong and recognizable brands, our operating companies Konzum, Jamnica and PIK Vrbovec have become official sponsors to The Ardent (‘Vatreni’), yet another strong Croatian brand and an important promotor of Croatia worldwide.

It is my particular pleasure that this sponsorship also includes the socially responsible project of building ten football fields in different parts of Croatia. Thus we shall, together with HNS, encourage the youngest population to engage in sports and make an important contribution to the local communities in which we operate. I wish HNS and The Ardent lots of new sporting successes and medals and particularly look forward to rooting at the European Football Championship matches, as well as at the 2022 World Championship” – said Fabris Peruško, Chief Executive Officer of Fortenova Group.

Fortenova Group is one of the region’s leading companies and one of its largest employers, operating in three core businesses: retail, food and agriculture. In all of its core businesses and in most of the countries of its operations, Fortenova Group is a strong market competitor with a large portfolio of brands in leading market positions.

“I am proud that we have signed the agreement with one of the most important companies in this part of Europe, which confirms our commitment to seeking the best partners for the Croatian football. Just as football is the flagship of Croatian sports, Fortenova Group and its companies are key for the Croatian economy and it seems only natural to me for us to be strong partners. I would like to thank Mr. Peruško and the heads of Fortenova Group companies for having recognized the international value of our football and I am convinced that this cooperation will bring lots of benefits, successes and victories to both sides, on the green field and beyond” – said Davor Šuker, President of HNS.

Fortenova Group shareholders adopt all proposed decisons at the Assembly – there are no more obstacles for the transfer of Mercator to Fortenova Group Fortenova group

12.03.2021.

At the Meeting of Holders of Depositary Receipts issued by Fortenova Group STAK Stichting, held today in the Netherlands, the shareholders have voted in favour of all the decisions proposed, among others those regarding the consolidation of Fortenova Group’s operations related to the transfer of shares of Poslovni sistem Mercator from Agrokor to Fortenova Group. Thus Fortenova Group has received approval to extend the existing financial arrangement with HPS Partners and VTB Bank by the amount of not more than EUR 390 million, to be used as a loan from Fortenova Group to Mercator intended to refinance Mercator’s bank debt.

The shareholders have also adopted the decision to swap the shares held by Sberbank in Mercator for Fortenova Group shares, whereby the 18.53 per cent of Mercator shares owned by Sberbank shall be transferred to Fortenova Group. At the same time, with this swap Sberbank’s share in Fortenova Group’s ownership rises to 44 per cent.

Given that on 5th March 2021 the Competition Protection Commission of the Republic of Serbia approved the intention of Fortenova Group to acquire control over the company Poslovni sistem Mercator d.d., Ljubljana on the market of the Republic of Serbia, all the remaining key prerequisites for the soon to be effected transfer of shares of Poslovni sistem Mercator to Fortenova Group have been met.

„I would like to thank the shareholders who have recognized the importance of the proposed decisions for the future of Fortenova Group and with their votes provided support for the realization of plans intended to strengthen our operations and affirm our position as the largest employer in South and Southeast Europe. With this shareholder decisions and last week’s approval of the Serbian regulator there are no formal obstacles any more for Mercator to become part of Fortenova Group by the end of this month. There work ahead of us now is related to closing arrangements and contracts to put the decisions of the Assembly into practice. In the previous period we have prepared the detailed steps that will now be operationalized and whereby we shall, as already announced on several occasions, proceed with consolidating the company on several levels – in intragroup ownership, Group crediting and last but not least in retail across the region. We will thus finally be able to start using all the synergic benefits and strengthen our positions in retail on all markets. The transfer of Mercator is also the conclusion of all remaining obligations from the creditors’ Settlement Plan, marking, to my personal satisfaction, the successful closing of the Extraordinary Administration Procedure at Agrokor after exactly four years” – said Fabris Peruško, Member of the Board of Directors and CEO of Fortenova Group.

Regarding other important decisions adopted at the Assembly, the shareholders approved the appointment of Roman Goltsov, Daniel Gusev and Damir Spudić as non-executive members of Fortenova Group’s Board of Directors.

Roman Goltsov is currently Senior Managing Director, Head of the Structured Finance division within the Corporate Lending Department of Sberbank. In this role he directly leads execution teams for various complex restructuring, project finance and acquisition finance transactions. Along with the financial expertise, he is also an expert in oil and gas operations, having spent much of his career on projects in this sector around the world.

Daniel Gusev is managing partner in Gauss Ventures, a European-US Venture Capital firm. He is a seasoned entrepreneur in financial services innovations, having lead product development projects in fintech startup firms and worked as consultant and head of numerous design-driven projects in financial institutions.

Damir Spudić is Member of the Management Board and CFO of Energia naturalis (ENNA) and CFO at ENNA Group, responsible for planning, implementing, managing and running all finance activities. He is also Member of the Supervisory Board of Pevex d.d. and Luka Ploče d.d. and participated in the financial stabilization and successful restructuring of Petrokemija d.d. He joined ENNA Group in 2012.

With the appointment of the new Members to the Board of Directors, the resignation of Miodrag Borojević from the position as Non-Executive Member of the Board of Directors has become effective and hence his obligations in other governing bodies of individual Fortenova Group operating companies have ceased as well.

Fortenova Group has gained approval for the concentration with Mercator in the Republic of Serbia Sales

05.03.2021.

Fortenova Group shareholders to vote on important decisions related to Mercator transfer to Fortenova Group at forthcoming Assembly Fortenova group

04.03.2021.

At the Depositary Receipt Holders’ Meeting of Fortenova Group, convened for Friday, 12th March 2021, the shareholders will vote on several decisions important for the business consolidation of Fortenova Group, the largest private employer in Croatia and several countries of the region and one of the largest private companies of South and Southeast Europe. The key decisions to be made by the shareholders are related to the transfer of shares of Poslovni sistem Mercator from Agrokor to Fortenova Group and if adopted, these decisions will provide Fortenova Group with the approval to extend the existing financial arrangement with HPS Partners and VTB Bank by the amount of up to EUR 390 million, to be used as a loan from Fortenova Group to Mercator for the purpose of refinancing Mercator’s bank debt.

The shareholders will also decide on swapping the shares held in Mercator by Sberbank for shares in Fortenova Group. Should the share swap be approved, 18.53% of Mercator shares owned by Sberbank will be transferred to Fortenova Group. At the same time, with that swap Sberbank’s ownership share in Fortenova Group would increase to 44 per cent. With the adoption and realization of these decisions and upon receiving regulatory approval for the concentration of Mercator and Fortenova Group on the market of Serbia, all key prerequisites pending for the soon to be realized transfer of shares of Poslovni sistem Mercator to Fortenova Group would be met.

Besides the decisions related to Mercator, the shareholders will also decide on strengthening Fortenova Group’s Board of Directors which, provided the proposal is accepted and adopted, will comprise three new non-executive members – Roman Goltsov, Daniel Gusev and Damir Spudić, experts with extensive international experience whose qualities, knowledge and professional expertise could significantly contribute to the achievement of Fortenova Group’s business goals. At the same time, with the vote on the appointment of new BoD Members, the resignation of Mr. Miodrag Borojević from his position as Non-Executive Member of the BoD shall become effective.

“We would like to thank Mr. Borojević for his contribution to the work of the Board of Directors over the last two years and wish him success in his further professional career” – said Maksim Poletaev, Chairman of Fortenova Group’s Board of Directors. With the adoption of the decision on the appointment of new members Mr. Borojević shall cease to be Member of the BoD and his obligations in the governing bodies of individual Group companies shall cease therewith as well.

“The Assembly ahead of us is very important, as the shareholders will vote on decisions important for our operations in various aspects. First of all, by adopting the proposed decisions related to Mercator the last remaining elements of the Settlement Plan among Agrokor’s creditors shall be met. I am personally particularly pleased that this will formally close all obligations arising from the Settlement Plan, exactly three years after I accepted the challenge of running the Extraordinary Administration Procedure of Agrokor under complex circumstances. With the adoption and delivery of the Assembly’s decisions the ownership within the Group will be consolidated, the new financing will consolidate the credit position as well and therewith we will meet all prerequisites for the consolidation of our retail operations across the region and the strengthening of our position in that industry. Provided that the shareholders adopt the proposed decisions next Friday, I believe that the transfer of Mercator shares will be closed by the end of the month”, said Fabris Peruško, Member of the Board of Directors and Chief Executive Officer of Fortenova Group.

Fortenova Group concluded the sale of Kompas Group to Springwater Capital Unfounded business

26.02.2021.

Finalization of the TUI acquisition of the Fortenova Group’s portfolio in Karisma Hotels Adriatic Unfounded business

25.02.2021.

Fortenova Group moves forward with the Frozen Food Business Group divestment in exclusive negotiations with Nomad Foods Food

11.01.2021.

After completing due diligence process for the sale of the companies Ledo plus d.o.o., Ledo d.o.o. Čitluk and Frikom d.o.o., forming together with several smaller affiliated companies the Frozen Food Business Group, Fortenova Group d.d. (www.fortenova.hr) have decided to move forward to the next phase by entering into exclusive negotiations with Nomad Foods (www.nomadfoods.com).

“Nomad Foods is a company with outstanding investment and operational track record that has a clear focus on frozen foods segment in Europe. There is of course still a lot of work to do and a number of conditions that need to be fulfilled before coming to a final agreement, but we fully expect to be able to do this”, said James Pearson, Fortenova Group’s Chief Financial Officer.

“Multi-party due diligence process for the Frozen Food Business Group has been brought to a successful completion by our acceptance to continue negotiations exclusively with Nomad Foods, who have so far proved to be an extremely strong potential partner for our Frozen Food Business Group. Fortenova Group’s ultimate goal, over and above maximizing value, remains to be the conclusion of a transaction with a strategic partner who will make the maximum contribution to the further development of the Frozen Food Business Group and recognize the full value and potential of this business and its people”, said Fabris Peruško, Fortenova Group’s Chief Executive Officer and member of the Board of Directors. “This transaction is part of the process of the capital structure optimization that will enable the further development of the Fortenova Group. I expect the next phase of the Frozen Food Business Group sale process to be completed by the end of Q1 this year through the signing of a Sale and Purchase Agreement. If so, the transaction could be completed post receipt of regulatory approvals, as early as Summer 2021. We will continue to keep our people and the market informed of further developments in a timely manner”, concluded Peruško.

Fortenova grupa d.d. agrees to fully consolidate its position in A.N.P. Energija d.o.o. Unfounded business

30.12.2020.

Fortenova Group is collecting aid for the victims of earthquake in Banovina Fortenova group

29.12.2020.

Fortenova grupa d.d. agrees acquisition of stake in the company A.N.P. Energija d.o.o. and sells stake in KHA četiri Unfounded business

30.11.2020.

Springwater Capital to acquire Fortenova Group’s Kompas network Unfounded business

11.11.2020.

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