SBERBANK and VTB, majority owned by the Russian Federation, control MERCATOR through FORTENOVA GRUPA, which reached a controversial decision at the end of 2021 to squeeze out the minority shareholders; this decision has just been entered into the commercial register in spite of VZMD's request for a temporary court order

According to the Croatian media reports, the Russian, predominantly state bank SBERBANK has increased its equity interest in FORTENOVA GRUPA, d.d., to 44 %, and together with the other Russian, predominantly state bank VTB (7,5 % share) now owns more than half of the company. The Russian banks, majority owned by the Russian Federation, therefore control one of the largest corporations in southeastern Europe, whose major part is also MERCATOR, d.d. And in this company, FORTENOVA GRUPA has reached a decision to squeeze out the minority shareholders which has just been entered into the commercial register, even after VZMD requested a temporary injunction order.

Namely, VZMD has filed a counter claim through the Švencbir law office (VIDEO: https://youtu.be/DSccjqvZiWo). "We have been warning all along that FORTENOVA GRUPA has exceeded the required 90 % ownership threshold necessary for the squeeze-out by a mere 0.0047 %, which it could never manage without the controversial (and from the business point of view, completely unnecessary) recapitalization in September 2021, which was done by excluding the prior rights of the remaining shareholders. Because of this, the remaining shareholders could not participate in the recapitalization which changed the ownership structure to such an extent that the majority shareholders could carry out a unilateral squeeze-out or expropriation at scandalously low and obviously unfair price or compensation," the VZMD President Mr. Kristjan Verbič summarized their procedures and efforts.

VZMD is contesting the aforementioned recapitalization at the district court in Ljubljana; in case of success and reversal, FORTENOVA GRUPA will no longer exceed the required 90 % threshold for the squeeze-out of minority shareholders. That the controversial decision to recapitalize was unnecessary from the business point of view and has been made by the majority shareholder for the sole purpose to squeeze out the remaining 1277 minority shareholders, is also demonstrated by the illustrative public statement of the executive director of FORTENOVA GRUPA, Mr. Fabris Peruško, on the Croatian news channel N1 TV (VIDEO:www.youtube.com/watch?v=OjefuxvJ3Iw#t=2m28s).

"According to VZMD associates' estimates, the adequate severance pay should be at least EUR 204.33 for a single share, which we have reasonably proposed at the general meeting with a counter proposal. This means that the minority shareholders should receive at least EUR 126.94 million instead of EUR 22.37 million! That the Mercator shares are worth more than the offered EUR 36 per share is demonstrated by the trading on the Ljubljana stock exchange where, despite the squeeze-out and poor market liquidity, the share price has reached as high as EUR 50 per share during this period," Mr. Verbič explained. 

PR: VZMD