Dcoop and Acesur have confirmed the agreement to do so jointly with Deoleo Holding, with 50% of the capital each, with the common goal of opening a new stage of growth for olive oil and its brands in international markets, as they have stated in a press release.
Specifically, the cooperative group and the oil company have ultimately prevailed in the bid for Deoleo over the offer from the Sevillian group Migasa and the Italian Coricelli, in an operation valued at 520 million euros that will give rise to a Spanish oil giant.
For Acesur partners and for more than 75,000 farming families integrated into Dcoop, the transaction goes beyond a simple corporate move: they intend to strengthen the entire value chain, generate new opportunities for producers, bolster the economic sustainability of the olive groves, and make it easier for new generations to find a professional future in this sector.
The operation brings together two Spanish companies closely tied to olive groves and their territories, which share a long-term strategy aimed at increasing the consumption of olive oil on a global scale and creating value along the entire supply chain, from the farm to the end consumer.
Dcoop’s president, Antonio Luque, has emphasized that with this acquisition they are seeking that “families who have devoted themselves to the olive groves for generations can continue to live from them and offer a promising future to the new generations of farmers”. “Increasing the consumption of olive oil in the world is also an opportunity to strengthen our rural communities and our towns,” he stressed.
For his part, Acesur’s chief executive officer, Gonzalo Guillén, has recalled that Deoleo’s brands, such as Carbonell or Carapelli, “have earned the trust of generations of consumers around the world”. “Our ambition is to strengthen that bond and continue bringing olive oil to new markets, with quality, traceability and excellence as cornerstones,” he added.
Both companies have also wanted to send a message of “confidence and peace of mind” to the workforces of Deoleo, Acesur and Dcoop, considering that the success of the project rests on the knowledge, experience and talent of those who have driven the growth of the three organizations for decades.
On this line, future shareholders estimate that the teams will have a “fundamental role” in the construction of this new phase of development and expansion of Deoleo.
The operation is based on a long-term industrial vision, which starts from already existing capabilities and opens the door to new opportunities to continue strengthening the companies’ commitment to growth, innovation and excellence within the olive-oil sector.
Once the transaction is completed and the necessary authorizations are obtained, the project will involve the reorganization of Deoleo’s assets between Acesur and Dcoop, in order to ensure full compliance with regulatory and competition rules in the various markets in which they operate.
With this move, Acesur and Dcoop drive a business and industrial project that aims to generate value for farmers, employees and consumers, strengthen the sector’s capacity for innovation and contribute to the economic and social development of the olive-growing areas.
A new Spanish leader in oil
Deoleo and its main shareholders have supported the offer from the Spanish consortium for its “attractive and solid financial backing,” as well as for the “high execution certainty that guarantees this operation,” and for the positive visibility regarding closing timelines.
The manufacturing group of Hojiblanca and Carbonell has highlighted in a statement that this strategic agreement reinforces and projects Spain’s global leadership in the agri-food industry.
In this regard, the company points out that Acesur and Dcoop, with “deep roots in the Spanish olive-growing tradition,” provide a “strong connection with the source, broad agricultural reach and a notable productive capacity,” factors that fit with Deoleo’s structure in “mass-market marketing” and with its international sales networks.
In a communication to the Comisión Nacional del Mercado de Valores (CNMV), Deoleo has detailed the terms of the operation, which will give rise to a Spanish oil giant.
The board of directors of Deoleo has signed a binding share purchase and sale agreement with Acesur and Dcoop for the transfer of approximately 91.99% of the share capital of its subsidiary Deoleo Holding—an amount that includes all the shares held by the listed company (50.99%) and that could be increased to 100% if other partners are added.
The company has indicated that the transaction values Deoleo Holding at 520 million euros, taking as a reference the 100% of its share capital.
Through this transaction, Deoleo will cede its entire interest in Deoleo Holding and the buyers will indirectly take control of the operating business developed by the subsidiary and its dependent companies.
The final consideration that Deoleo will receive for its 50.99% stake will be calculated based on the value of the equity attributable to that interest, once the enterprise value has been adjusted for the net financial debt existing on the closing date, as well as for the excess or deficit of working capital and other usual items, in accordance with the mechanisms set out in the contract.
By way of guidance, the firm estimates that the value of the equity corresponding to its 50.99% could be between 190 and 200 million euros, before deducting the amounts retained as a guarantee.
The owner of Carbonell and Hojiblanca has clarified that this is merely an illustrative estimate, subject to adjustments at the time of closing, and has stated that the agreed amount does not grant any preferred or additional collection rights to the holders of the warrants issued in the capital increase of May 2020.
Likewise, the parties have agreed to the deposit in a custody account of part of the consideration in the name of the sellers, in order to cover the tax contingency that affects Carapelli Firenze in Italy.
If finally 100% of Deoleo Holding is transferred, this deposit could rise to a maximum of 80 million euros for all the selling partners, with Deoleo receiving an approximate maximum of 40.8 million euros for its 50.99%.
The definitive closing of the transaction is conditional upon authorization by the competition authorities of Spain and the United States, as well as upon the approval of the Government of Italy regarding foreign direct investments. Deoleo estimates that the process to obtain these approvals will last between six and eight months.