The A1 investment company filed lawsuits against the largest manufacturer Turkey


The investment division of “Alfa-Group” A1 filed lawsuits against the company “Evrodon” and its founder and co-owner Vadim Vaneeva. Three claims are registered in the files of the Rostov arbitration court on 9 February. In two the Respondent indicated LLC “Evrodon”, in the third — personally, Vadim Vaneev. The plaintiff in all cases is “Brimstone investments limited”. The beneficiary of this company, registered in Belize, recently became A1. The representative confirmed last filing claims.

About buying 40% of shares of “Evrodona”, the largest producer of Turkey in Russia, the company announced A1 last Tuesday, the 2nd of February. Its share in the “Evrodona” sold her a member of the Board of Directors of “Gazprom”, former Minister of property relations Farit Gazizullin. He confirmed this information, specifying that owned shares in “Evrodona” since 2007. In the answer the official representative of “Evrodona” on inquiry, it was stated that the beneficiary who sold his share A1, acted “without observance of procedure sale under the Charter”. Another 45% of the company after the transaction, retained the Vadim Vaneev, 15% — artistic Director and Director of the Mariinsky theatre Valery Gergiev. The press service of the Mariinsky theatre Wednesday said that Valery Gergiev is on a business trip and won’t be able to comment.

A1 the representative said that Vadim Vaneev has previously taken loans on owned company “Evrodon-South” and “Donstar” Vnesheconombank (VEB) and Rosselkhozbank, respectively. The Bank granted the company “Evrodon-South” line of credit in the amount of 17 billion rubles, Rosselkhozbank has granted a loan “Constru” almost 7 billion rubles, and the guarantor in both cases were made by LLC “Evrodon”. A1 requires using the court to declare the contracts of guarantee invalid, as both guarantees were issued in favour of companies Vaneeva with numerous violations of corporate procedures of approval of such transactions, says a company representative. Claim personally to Vaneeva is the claim “to exclude him from among the members of the society”, said the representative A1. As follows from article 10 of the Federal law No. 14-FZ “On limited liability companies”, shareholders whose shares in aggregate amount to not less than 10% of the share capital, may demand in a judicial order of exclusion from the company of a participant that grossly violates its duties or by its actions or inaction makes it impossible for the operations of the company or substantially hampers it.

Vadim Vaneev said that the representatives of A1 did not apply to him with any complaints directly about the lawsuits he learned from media reports. “The partners of the company [“Evrodona”], including representatives of the world genetic companies, getting media reports about action against the company and its leader, expressed concern about the possible negative impact of the situation on the company’s work — quoted Vaneeva press service of “Evrodona” in response to the request . — They are seriously concerned about the situation in which they see a threat to the strategic plans of the agricultural holding. Those who are obvious role in the implementation of “Evrodona” its founder and leader, evaluate such actions as harassment”.

The representative of the press service of VEB said that the Bank has no information about the content of pleadings, so comments will be provided only after reviewing the claims. However, he stated that the transactions of the Bank with the company “Evrodon” LLC “Evrodon-South” were signed “in accordance with the approved compliance regulations of the Bank and in accordance with applicable law”. The representative of Rosselkhozbank are not promptly answered questions .

For main the duck and the Turkey

Vadim Vaneev has conceived a project for the production of turkeys in the early 2000-ies, when Russia was a major industrial production of Turkey meat. Then the van came to the Director of Mariinsky theatre Valery Gergiev and asked for help. According to Vaneeva, Gergiev introduced him to the Chairman of the management Board of VTB Bank Andrey Kostin in 2003. He referred him to the Deputy Chairman of the management Board of the Bank Vladimir Dmitriev, who is the project Vaneeva liked. A year later, VTB issued the “Evrodona” a loan of €20 million with the overall cost of the project €31 million In 2004, Dmitriev joined Vnesheconombank (VEB), which financed projects Vaneeva, explained the businessman. “In gratitude” Gergiev received a 15% interest in the company, said Vaneev “Vedomosti” in 2013. Gergiev himself has confirmed to Forbes in 2013 that owns 15% of the company, but denied that he had received a share in the gift: “No, I didn’t give. I don’t need gifts. I am much better known, such gifts I don’t accept,” he said.

Production “Evrodona” in 2015 amounted to 47 thousand tons of Turkey in live weight. In 2014 (more recent statistics are not available) the revenue of LLC “Evrodon”, registered in the Rostov region, according to SPARK, compared with the previous year increased by 14.2% to 4.75 billion rubles, net profit amounted to 333 million rubles, part of the group LLC “Evrodon-South” is implementing a new project of industrial Turkey production in the Rostov region, its design capacity — 60 thousand tons, According to SPARK, “Evrodon-South” on 100% belongs Vaneeva, the company’s revenue in 2014 amounted to 209 thousand rubles net loss — 15,8 mln.

Operations A1

A1 is one of the most distinguished players in the Russian market of mergers and acquisitions. During the 2000s, the main business of “Alfa-Eco”, as it was then called A1, has been buying shares of distressed companies and the earnings of the joint-stock conflict. remember the most famous operation A1 in the consumer market.

Trading house “Smirnov”

The first activity “the alpha-EKO” in the alcoholic market was the purchase of shares of the trading house “P. A. Smirnov and descendants in Moscow”, pouring and selling in Russia vodka under a brand “Smirnov” (“Kommersant” was then estimated its annual sales at 1.8 million liters). In 2000, alpha announced that they had received 50% of the shares of TD “Smirnov” as a gift from the former Director General of the company Andrey Smirnov and invited the owner of the remaining 50% and the current CEO Boris Smirnov to buy the part and do it. Smirnov refused. Two months later the Moscow arbitration court banned pour the vodka “Smirnov” on the Moscow factory “OST-ALCO”, with whom Smirnov had a contract. And after a few days the stockholders of the trading house held a meeting (Smirnov claimed that he was not allowed), which made an additional emission of $1 million and stake in Smirnov eroded to a fraction of a percent. In 2006 “the alpha” has transferred the rights to the mark “Smirnov” international group Diageo, which owns the rights to the Smirnoff brand in the world, $50 million 25% of shares of CJSC “Diageo distribution”, which became the exclusive distributor of Diageo brands in Russia.

MegaFon

The right to a 25% share of the cellular operator “the Megaphone” “alpha” bought in 2003 along with the company LV Finance, one of the co-operator, financier Leonid Rozhetskin for $295 million But the deal was challenged in the courts of different countries other shareholder “the Megaphone” — the IPOC Fund, whose owner called himself a Danish lawyer, Jeffrey Galmond. IPOC claimed that LV Finance had entered into an agreement to sell its shares of IPOC. The courts continued for several years and complicated the work of the company, not allowing it, in particular, to conduct an IPO. In may 2006, a Zurich arbitration has refused IPOC in the rights on most of the controversial package, citing the fact that the Fund was trying to pay pack the money obtained from laundering. At the end of 2007, the parties abandoned their mutual claims, and in 2012, alpha sold his stake to Alisher Usmanov, another co-owner operator TeliaSonera and to MegaFon for $5.2 billion — about 17 times more expensive than buying in 2003.

Sun Interbrew

In July 2004 “the alpha-EKO” declared purchase of 15% stake in the second largest brewing company in Russia Sun Interbrew, owned the brand “Klinskoe”, “Sibirskaya Korona” and “Fat man” and who held 15% of the Russian market. Later, the “alpha” has increased his stake to 20%. Controlling shareholder in Sun Interbrew was not: 35% of the shares owned by the Belgian InBev and Indian Sun Group. In August, InBev announced the redemption of 35% of the company from Sun and intention to increase its stake to 75.5% of the shares, to prevent the “alpha” to buy up a blocking stake. “Now, “the alpha-EKO” has no chance to gain control over beer holding”, — wrote the newspaper “Kommersant”. However, in November 2004, the international transaction of the two companies was blocked at the suit of a certain Nikolai Filatov from a small town of Safonovo in the Smolensk region. Filatov challenged already in the merger resolution on the deal, arguing that it “will allow InBev to monopolistically set prices” for beer and “will have a negative impact on its quality”, and this will violate his rights as a consumer of beer. Safonovo town court Filatov supported. Representatives “Alphas” have argued that no relation to the suit do not have, but recognized the desire to “exploit the situation”. As a result, in January Interbrew had to redeem collected “alpha” 20% InBev for €260 million, of which €55 million were paid for the obligation to refuse further buying of shares of Sun Interbrew. “Kommersant” estimated yield “Alfa-Eco” from Sun Interbrew investment with 400%.

Turkey became the fastest growing meat category in Russia in 2015, wrote in mid-January : production in 2015, according to the Ministry of agriculture, increased by 34.9% to 205 thousand tons After “Evrodona” in the Russian market there are other major players in 2012 its projects the production of Turkey independently from each other began, the founder of the group “Cherkizovo” Igor Babayev and his cousin Naum Babaev. The company “Damate”, founded in 2012 by Naum Babayev, has become the second largest producer of Turkey in Russia in 2015 by releasing 34,7 thousand tons of Turkey meat in slaughter weight.

Having mastered the production of turkeys, Vaneev took up a new business manufacturing duck — and founded the company “Donstar”. In 2015, according to the agriculture Ministry, the company has produced 24.1 thousand tons of meat of a duck, becoming the largest producer of chicken meat in Russia. The revenue of “donstar” in 2014 — 1,49 billion rubles, net loss — 346,8 million rubles. the decision to release the duck was the reason for the corporate conflict in “Evrodona”, indicated the newspaper “Vedomosti” with reference to one of the partners of the company: “Brimstone investments limited” was against the project, because “Evrodona” and the already high debt burden. A source close to the management “Evrodona”, confirmed that between Valuevym and former beneficiary “Brimstone investments limited” Gazizullina there was a conflict that was resolved by the sale of his share.

Special situation

A1 was founded in 1989 (until 2005 — “Alfa-Eco”) as the first and the basic structure of the consortium “Alfa-Group”. The main owner of “Alfa Group” Mikhail Fridman (#2 in the rating of the richest Russian businessmen, Forbes c $14.6 billion). A1 now acts as an independent and main investment Department of the group. In the annual report “Alfa-Group” for 2014 says that A1 invests in two types of special situation (difficult economic and corporate) and projects growth. Former President of A1 Mikhail Khabarov in 2012 called the newspaper “Vedomosti” basic special situation: the conflict between shareholders of the company, debts, bankruptcy and poor management. Asset located in a special situation, always purchased at a discount, and then, after eliminating the impact of this situation, is sold at a “fair price”, he explained the essence of this business. In 2014, Khabarov said in an interview with the newspaper “Kommersant” that he sees a lot of special situations and in agriculture. Then he pointed out that A1 had already bought agricultural company in Ukraine with a land Bank of about 20 thousand hectares, on the basis of which was going to build “big business in agriculture”. After the announcement of the acquisition of a stake in the “Evrodona” A1 representative clarified that “Evrodon” has become the first company active in the food industry.

It is obvious that a special situation exists in the “Evrodona” and, therefore, A1 considers the company as a distressed asset, the value of which can be increased, said managing partner of BGP Litigation (engaged in solving corporate conflicts) Timur Unrecov. After the elimination of the corporate conflict and increase shareholder value asset likely to be sold to a strategic investor, he says.