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Cervesia Acquires Zagrebačka Pivovara for 3,791.30 Kuna per Share

The Croatian Financial Services Supervisory Agency has approved Cervesia Zagreb to publish an offer to acquire Zagrebačka Pivovara, at a price of 3,791.30 kuna per share.

The obligation for Cervesia to publish the offer for the acquisition of Zagrebačka Pivovara arose on October 14 when the company, based on the Purchase Agreement for 71.92 percent of the shares of Zagrebačka Pivovara concluded with Interbrew Central European Holding BV from the Netherlands, acquired a total of 446,232 ordinary shares of Zagrebačka Pivovara, which represents 71.92 percent of the share in the equity capital and gives the same percentage of votes.

According to data available to Hanfa, the shares of Zagrebačka Pivovara were listed on the quotation of public joint-stock companies of the Zagreb Stock Exchange on July 31, 2003. Securities listed on the quotation of public joint-stock companies, in accordance with the provision of Article 592, paragraph 6 of the Companies Act, from the date of entry into force of the relevant law on January 1, 2009, are considered listed on the regular market.

The obligation to publish the takeover offer arose from the acquisition of 446,232 ordinary shares of the target company that carry voting rights, which represents 71.92 percent of the share in the equity capital, based on the Purchase Agreement concluded with Interbrew Central European Holding from the Netherlands. The Purchase Agreement for 71.92 percent of the issued shares of Zagrebačka Pivovara d.d. is part of the global ‘Agreement on the Sale and Purchase of Companies’ concluded on October 14, 2009, between Starbev Sarl from Luxembourg, Interbrew Central European Holding, and Anheuser-Busch InBev as the seller’s guarantor. The Hanfa decision also states that for the payment of the remaining shares of Zagrebačka Pivovara, Cervesia provided the depositary, the Central Clearing Depository, with an irrevocable bank guarantee issued by Zagrebačka Banka.

With this acquisition, the Offeror has crossed the threshold of 25 percent of the shares with voting rights of the Target Company. After this acquisition, the Offeror holds a total of 446,232 ordinary shares of the Target Company, which represents 71.92 percent of the share in the equity capital of the Target Company and gives 446,232 votes or 71.92 percent of the total number of votes carried by the shares of the Target Company with voting rights, states the Hanfa decision. The price expressed in the takeover offer is 3,791.30 kuna per share. (G.J.)