Fortenova Gets New Ownership Structure, Removes Sanctioned Equity Holders

By Dayeeta Das
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Fortenova Gets New Ownership Structure, Removes Sanctioned Equity Holders

Fortenova Group has transitioned to a new ownership structure, with the closing of the sale of Fortenova Group MidCo B.V. to Iter BidCo B.V.

The completion of the transaction also means that Fortenova Group no longer has any sanctioned, Russian or Belarusian equity holders, the company noted.

Fortenova Group MidCo B.V. holds Fortenova grupa d.d. and all companies operating under the group, including Konzum, Mercator, Zvijezda, Dijamant, Jamnica, and PIK Vrbovec, among others.

The deal was approved by the European Commission in June of this year.

'Complex Transaction'

Fabris Peruško, CEO and member of the board of directors of Fortenova Group 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."

New Ownership Structure

Open Pass has become the majority equity holder in Iter BidCo B.V., with a 93.78% stake after completing and following a subscription process in which all non-sanctioned and non-Russian or Belarusian people were allowed to participate.

More than 80 minority equity holders decided to participate in the new ownership structure and together hold a 6.22% stake, the company added.

With Open Pass exceeding the relevant 85% threshold, it is, in principle, obligated to make a mandatory offer for all DRs (depositary receipt) not held by it at a price equal to the subscription price in Iter BidCo B.V.


This will allow minority equity holders, who initially decided to remain with Fortenova under the new ownership structure, the opportunity to sell their equity if they choose to.

The Transaction

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% of TopCo's equity in MidCo for a total consideration of up to €660 million.

Out of the total amount, €500 million was unconditional and has been settled with the completion of the transaction, the company noted.

The remaining is tied to Fortenova achieving certain financial goals, such as sustainable refinancing in 2024 under improved conditions and attaining specific net debt-to-EBITDA ratio targets.


The company added that 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.

Out of the €500 million received at closing, Fortenova will distribute €380.5 million to equity holders, with €154.9 million going to the new ownership structure.

The remaining €225.5 million will be distributed in cash to equity holders that will not remain in the new ownership structure.

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