Shareholders approve ownership changes at European food company Fortenova

ZAGREB (Reuters) - Shareholders of food company Fortenova on Tuesday approved the company´s sale by its Dutch parent company Fortenova Group TopCo B.V. to Dutch company Iter BidCo BV for 660 million euros ($724.42 million), Fortenova Group said in a statement.

The company, Croatia's largest retailer and employer, said it struck the deal to assure that shareholders related to Russia, who have been sanctioned by the European Union Council, will no longer be part-owners of the company and will be compensated.

Fortenova Group's largest shareholder is SBK ART LLC of Russia, which has a 42.5% stake. It was added to EU sanctions lists last December and is the subject of an ongoing legal dispute about its voting rights in the Netherlands.

The majority of shareholders approved the sale of 100% of shares in the Fortenova Group MidCo B.V but the exact new ownership structure will depend on their interest in additional equity investments, the company said.

The Open Pass company, owned by Croatian businessman Pavao Vujnovac, which holds a 28% stake in the company, has offered to pay out other shareholders if necessary to secure funds required for the transaction.

The voting on the ownership changes followed a decision by the Amsterdam District Court on Monday to dismiss a request by SBK Art LLC and its shareholder, United Arab Emirates investor Saif Alketbi, and another shareholder that the shareholders´ meeting be postponed, the company said.

Alketbi, who says he purchased SBK Art in October last year from Russia's sanctioned Sberbank for 400 million euros, has repeatedly challenged the company's right to hold the shareholder meetings and make decisions on strategic transactions.

His appeals have been regularly dismissed at Dutch courts in the course of the year.

Fabris Peruško, Fortenova Group’s CEO and a member of the board of directors, said he expected the transaction, which needs approval by certain sanctioning bodies and competition regulators, to conclude in the second quarter of 2024.

"Without sanctioned equity holders in the ownership structure, the company will be able to continue to operate successfully, achieve good results and increase value for all stakeholders," Peruško said in a statement.

($1 = 0.9111 euro)

(This story has been corrected to show that the sale was by, and not of the Fortenova Group TopCo B.V., in paragraphs 1 and 4 )

(Reporting by Daria Sito-Sucic in Sarajevo; Editing by David Evans and Matthew Lewis)