Croatian agri-food and retail heavyweight Fortenova said a takeover of the business has completed and that it no longer has any sanctioned equity holders from Russia or Belarus.
Open Pass, led by local businessman Pavao Vujnovac, has taken control of the business from Dutch holding company, Fortenova Group TopCo, after the planned takeover was given European Union approval last month.
Open Pass has become the majority equity holder with a 93.78% stake in Iter BidCo, comprised of non-sanctioned equity holders of TopCo.
More than 80 minority equity holders have decided to participate in the new ownership structure and together hold a 6.22% stake.
The agreement between Fortenova Group TopCo and Open Pass involved the sale and transfer of 100% of TopCo’s equity in Fortenova Group MidCo for a total consideration of up to €660m ($714m).
Out of this total consideration, €500m was unconditional and has been settled with the completion of the transaction. The remaining €160m is conditional upon Fortenova Group achieving certain financial goals.
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By GlobalData
Of the €500m received at closing, total sales proceeds of €380.5m will be distributed to equity holders, whereby €154.9m represents the transfer of equity to the new ownership structure and €225.5m will be distributed in cash to the equity holders that will not remain in the new ownership structure.
An amount of €165m will be held for the Russian bank Sberbank – previously Fortenova’s largest shareholder – in a special escrow account that it and its affiliates will be given access to once the sanction regulations of the European Union, the US, and the UK permit it.
On the deal completion, Fabris Peruško, Fortenova Group’s CEO, 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 €1.2bn 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.”
OpenPass will take sole ownership of Fortenova’s three business operations in agriculture, food and retail. Just Food reported last month that the company had received three binding bids for its agriculture business, including one from Croatian food group Podravka.
Businessman Vujnovac was appointed to Fortenova’s board of directors in 2022. OpenPass also owns PV Group, a wholesaler of fruits, vegetables and non-perishable fruit and vegetable-based goods, which operates in the same markets as Fortenova.
Fortenova is a conglomerate employing more than 45,000 people. Its food portfolio includes packaged and processed meat brand Pik, meat-alternatives maker Planet of Planets and the Dijamant and Zvijezda sunflower oil and butter labels.
It also produces several beverages brands, including Jana water and iced teas, Jamnica water and soft drinks, and Jana iced flavoured water, among others.
Fortenova first announced it was open to takeover bids more than a year ago.
