A takeover of Croatia’s Fortenova Group by OpenPass, led by local businessman Pavao Vujnovac, has been granted approval by EU authorities.

The European Commission (EC) gave the green light to the transaction for the agri-food and retail group yesterday (12 June) after a drawn-out process involving obstacles with sanctioned shareholders.

OpenPass will take sole ownership of Fortenova’s three business operations in agriculture, food and retail, which encompass “Croatia, Slovenia and various no-EU countries in the Balkans”, according to the EC filing.

The purchase does “not raise competition concerns given its limited impact on competition in the markets where the companies are active”, the EC ruled. 

Businessman Vujnovac was appointed to Fortenova’s board of directors in 2022.

OpenPass also owns PV Group, a wholesaler of fruits, vegetables and non-perishable fruit and vegetable-based goods, which operates in the same markets as Fortenova.

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Fortenova’s food portfolio includes packaged and processed meat brand Pik, meat-alternatives maker Planet of Planets and the Dijamant and Zvijezda sunflower oil and butter labels.

It also produces several beverages brands, including Jana water and iced teas, Jamnica water and soft drinks, and Jana iced flavoured water, among others.

Fortenova first announced it was open to takeover bids over a year ago.

Last June, it was challenged over the buyer search by equity holder SBK Art.

The shareholder has owned a 40% stake in Fortenova since the UAE-based private investor Saif Alketbi acquired the holding from sanctioned Russian lender Sberbank in October 2022.

At the time, Alketbi said he wanted to take ownership of Fortenova but his company had also been sanctioned by the EU. Alketbi claimed Russians had no involvement in SBK Art and therefore he should have been allowed to bid for Fortenova.

In December, a number of Fortenova’s shareholders then voted in favour of an ownership shakeup under a new Dutch holding company.

The deal was estimated to be valued at around €660m ($713.13m at the time), and involved compensating sanctioned shareholders for their loss of interest.

Once the transaction is complete, SBK Art will be compensated from the sale by proceeds to be held in an escrow account until Russian sanctions are lifted, Fortenova said.