Valamar Adria Holding Approved for Acquisition of Riviera Adria

The Management Board of the Croatian Financial Services Supervisory Agency (Hanfa) today approved Valamar Adria Holding’s request to publish an offer for the acquisition of the Poreč hotel company Riviera Adria, with the price that Valamar commits to pay being 13 kuna per share.

The obligation for Valamar Adria Holding to publish the offer for the acquisition of Riviera Adria arose in mid-November last year when this holding, together with the persons with whom it acts in concert, crossed the threshold of 75 percent of the shares of Riviera Adria.

Valamar Adria Holding, namely, entered into an agreement on November 16, 2012, establishing a joint action relationship with – Bastion Management, Auctor, Lipa-Promet, the Slavonian Closed-End Investment Fund, Auctor Invest (which manages the Slavonian ZIF), and Marijan Palić (who is the sole member of the companies Auctor, Lipa-Promet, and Auctor Invest).

Valamar also acts in concert with the President and members of the Management Board of Riviera Adria – Edi Černjul, Tihomir Nikolaš, and Marko Čižmek, as well as the target company itself (Riviera Adria). The offer states that the members of the Management Board and the Supervisory Board act jointly with the company in which they are members of those bodies, and only those members, i.e., members of the Management Board, who are also shareholders of Riviera Adria are listed in the offer.

Valamar Adria Holding and the persons with whom it acts in concert together hold a total of 82,604,192 ordinary shares of Riviera Adria, representing 77.5288 percent of the company’s share capital and providing 79,375,016 votes at the general assembly of the Poreč hotel company.

The price that Valamar Adria Holding commits to pay in the takeover offer amounts to 13 kuna per share, Hanfa states in the explanation of the decision, adding that this price was determined in accordance with the provisions of the Takeover Act.

Namely, according to statements from Valamar Adria Holding and the persons who act in concert with it during the period, they entered into legal transactions for the purpose of acquiring shares of Riviera Adria in the year prior to the obligation to publish the offer, but the acquisition price was not higher than 13 kuna per share.

According to confirmation from the Zagreb Stock Exchange, from August 15 to November 15, 2012, the average price of Riviera Adria shares was 12.98 kuna.

The takeover offer from Valamar Adria Holding pertains to 23,942,148 ordinary shares of Adria Riviera, and Hanfa notes in its explanation that, based on the depositary’s confirmation – the Central Clearing Depository, it was established that the bidder has secured the necessary funds for the payment of the shares that are the subject of the takeover offer.

Unofficial calculations show that Valamar Adria Holding needs to secure 311.2 million kuna for the acquisition of all shares to which the offer pertains, considering the number of those shares and the price of 13 kuna per share.