The remaining Spanish shareholders have insisted that an increased majority of 60 per cent is needed for important company decisions
The crisis in Deoleo has been resolved with the signing of a final agreement for its financial and shareholding restructure.
The largest global distributor of olive oil faces its future without three of its current shareholders. These are Bankia and BMN (who wanted to pull out from the beginning) and with them is Dcoop (formerly Hojiblanca).
The Malaga co-operative has not been able to increase its shareholding in Deoleo and will carry out its threat to get rid of its percentage which weakens the Spanish involvement in the company.
Dcoop will sell the majority of its 9.9 per cent shareholding to CVC Capital Partners, a British private equity firm, whose investors will dominate Deoleo with at least 29.9 per cent of its share capital.
CVC will acquire the stated percentage by buying all the shares owned by Bankia (16.5 per cent) and BMN (4.85 per cent) and most of of Dcoop’s shareholding (8.64 per cent) at a price of 0.38 euros per share. The remaining shares owned by Dcoop will be sold by the co-operative in the OPA (‘oferta pública de acciones’ or takeover bid)that CVC has promised to carry out once it comes on board.
The olive oil co-operative will thus pocket a little over 43 million euros. It is not easy to determine whether it will have made or lost on the sale, since Dcoop did not pay for its shareholding in cash but instead by ceding its bottling plant and the Hojiblanca brand .
“We had a plan that we thought was good for the company but the group formed by Bankia, BMN, Unicaja and Caixa decided that it would be better if Bankia and BMN sold to CVC,” the director general of Dcoop, Antonio Luque, has confirmed.
On the possibility, suggested in recent days by the government, that the ‘Sociedad Estatal de Participaciones Industriales’ (or SEPI, a state organisation) buy the shares from Dcoop, Luque was emphatic.
“No-one has spoken to us about this and we have no option but to go-ahead with the sale to CVC in June.”
Government involvement has not been completely ruled out, however. SEPI could be a part of the increase in company capital, up to 151.3 million euros, that Deoleo is going to look into after the buyout.
Change in rules
Faced with the possibility that CVC could end up with more than 50 per cent of the shareholding, the Spanish shareholders of Deoleo have insisted on the alteration of a number of company regulations. This is in order to achieve a situation where certain relevant decisions made by the directorship and the board of the company will need an increased majority of 60 per cent. According to Deoleo, this is to “guarantee the impossibility of imposing decisions on minority shareholders that could go against the interests of the company”.