Valamar has crossed the threshold of 75 percent, acquiring Riviera Adria

Valamar Adria Holding announced today via the Zagreb Stock Exchange that it, along with its associates, has crossed the threshold of 75 percent of the shares of the Poreč hotel company Riviera Adria and announced that it will publish a takeover bid for Riviera Adria.

The share capital of Riviera Adria amounts to 1.06 billion kuna and is divided into 106,546,340 ordinary shares, with a nominal value of 10 kuna per share. Valamar Adria Holding holds 76,157,264 shares of the Poreč company, and in the announcement, it states that it has signed an agreement today with six individuals with whom it acts jointly and that it also acts jointly with Riviera Adria and its Management Board and Supervisory Board members.

Based on the agreement dated November 16, Valamar Adria Holding acts jointly with the company Bastion Management (which holds 432,942 shares of Riviera Adria), Auctor (608,170 shares), Lipa-promet (55,926 shares), the Slavonian Closed Investment Fund (2,030,680 shares), Auctor Invest (which manages the Slavonian ZIF), and Marijan Palić (who is the sole member of the companies Auctor, Lipa-promet, and Auctor Invest).

The agreement regulates, among other things, the mutual rights and obligations of the offeror and the parties to the Agreement regarding business operations, management, and coordinated exercise of voting rights at the general assembly of Riviera Adria, as well as further acquisition of shares of the company, i.e., the implementation of the public offering procedure in accordance with the provisions of the Takeover Act.

The agreement establishes a relationship of joint action in further acquiring the remaining shares of the company. The shareholders – parties act jointly towards other shareholders in such a way that Valamar Adria Holding commits to publish a public offer for the acquisition of all remaining shares of Riviera Adria, while the other parties to the Agreement commit to support Valamar Adria Holding and provide it with necessary assistance, such as assistance in obtaining the necessary bank guarantees to secure payment for shares in the public offering, as well as any other assistance related to the takeover process, Valamar states.

Valamar also acts jointly with the target company (Riviera Adria) and the members of the Management Board and Supervisory Board of the company – Riviera Adria holds 3,229,176 of its own shares, the CEO Edi Černjul holds 11,576 shares, and the members of the Management Board Tihomir Nikolaš holds 64,160 and Marko Čižmek holds 14,298 shares of Riviera Adria. Thus, Valamar Adria Holding and the individuals with whom it acts jointly hold a total of 82,604,192 ordinary shares of Riviera Adria, which represents 77.5288 percent of the company’s share capital, as stated in the announcement.