Danone pursues uninterested Bakoma
Danone, which took a 35% stake in Bakoma last March, said last week it wanted to increase its presence in the firm to 52.4%. On the surface at least, the sudden move on the part of Danone caught both Bakoma and market watchers by surprise. And Bakoma last week refused to comment on whether its major shareholders are willing to sell.
At issue is that, despite Danone's desire to seize the majority of shares, one family controls 78% of the voting rights in Bakoma. That fact leaves Danone with little room to move, as only 9.2% of the voting rights are up for grabs.
According to a September filing with the Securities and Exchange Commission (KPWiG), just over 78% of the voting rights in Bakoma belong to four members of the Komorowski family, the company's founders. After recent sell offs by major shareholders and a new share issue on its behalf, Danone has managed to grab a mere 12.8% of voting rights.
That means that for Danone to take control of the company, it must first get the Komorowski family's blessing. At stake ultimately is not just who is going to control Bakoma, but who will reign over the yogurt market in Poland. If Danone, with its 31% market share got control over Bakoma, it would then command almost 60% of the Polish yogurt market.
"If Danone wants to significantly increase its share it can do that only through Bakoma," said Bogna Sikorska, an analyst at CDM Pekao Securities. "Maybe there are agreements as far as the future that there would be a new share issue and the shares would be taken by Danone, in that way they could increase their shares. But that has to be done with the Komorowskis' participation."
That's also the message coming out of Bakoma. "Journalists have forgotten about the most important thing through this whole confusion," said Piotr Bzdak, spokesman for Bakoma's management board. "How the company will develop depends on the Komorowskis. That is something that is forgotten."
Cooperation between the two companies is focused on Danone sharing know-how and its distribution network to help Bakoma increase its market share. In addition, it granted the Komorowski family places on the management board of Danone Polska. In exchange, Bakoma last week closed a new issue of 1.5 million shares directed exclusively for Danone. That brought it up to 12.8% of the company's voting rights. Danone also bought an additional 1.8 million shares from major Bakoma shareholders, giving the French giant close to 35% of the company's shares, according to Bakoma.
"The benefits of the cooperation are mutual," said Maria Morawska, an analyst at Bank Slaski's brokerage house. With such cooperation in place, the recent move on Danone's part has caused confusion among market watchers, leading to speculation of a hostile takeover. Whether Danone is trying to gain control through other shareholders is difficult to determine. According to the last SEC filing on Sept. 13, the only major shareholders listed were Zbigniew, Barbara, Katarzyna and Piotr Komorowski. Bakoma is quick to point out that not all major share holders have to be included on these lists. The company is obliged to send the securities commission information about majority shareholders present at shareholders meetings. "That doesn't mean that that's all the shareholders," Bzdak said.
Analysts have noticed significant movement in Bakoma shares of late. "There are allegations that someone may be purchasing on Danone's behalf even though Danone officially denies it," Morawska said.
Bakoma closed at zl. 52 on Friday, up 4% from the previous week's close.
At issue is that, despite Danone's desire to seize the majority of shares, one family controls 78% of the voting rights in Bakoma. That fact leaves Danone with little room to move, as only 9.2% of the voting rights are up for grabs.
According to a September filing with the Securities and Exchange Commission (KPWiG), just over 78% of the voting rights in Bakoma belong to four members of the Komorowski family, the company's founders. After recent sell offs by major shareholders and a new share issue on its behalf, Danone has managed to grab a mere 12.8% of voting rights.
That means that for Danone to take control of the company, it must first get the Komorowski family's blessing. At stake ultimately is not just who is going to control Bakoma, but who will reign over the yogurt market in Poland. If Danone, with its 31% market share got control over Bakoma, it would then command almost 60% of the Polish yogurt market.
"If Danone wants to significantly increase its share it can do that only through Bakoma," said Bogna Sikorska, an analyst at CDM Pekao Securities. "Maybe there are agreements as far as the future that there would be a new share issue and the shares would be taken by Danone, in that way they could increase their shares. But that has to be done with the Komorowskis' participation."
That's also the message coming out of Bakoma. "Journalists have forgotten about the most important thing through this whole confusion," said Piotr Bzdak, spokesman for Bakoma's management board. "How the company will develop depends on the Komorowskis. That is something that is forgotten."
Cooperation between the two companies is focused on Danone sharing know-how and its distribution network to help Bakoma increase its market share. In addition, it granted the Komorowski family places on the management board of Danone Polska. In exchange, Bakoma last week closed a new issue of 1.5 million shares directed exclusively for Danone. That brought it up to 12.8% of the company's voting rights. Danone also bought an additional 1.8 million shares from major Bakoma shareholders, giving the French giant close to 35% of the company's shares, according to Bakoma.
"The benefits of the cooperation are mutual," said Maria Morawska, an analyst at Bank Slaski's brokerage house. With such cooperation in place, the recent move on Danone's part has caused confusion among market watchers, leading to speculation of a hostile takeover. Whether Danone is trying to gain control through other shareholders is difficult to determine. According to the last SEC filing on Sept. 13, the only major shareholders listed were Zbigniew, Barbara, Katarzyna and Piotr Komorowski. Bakoma is quick to point out that not all major share holders have to be included on these lists. The company is obliged to send the securities commission information about majority shareholders present at shareholders meetings. "That doesn't mean that that's all the shareholders," Bzdak said.
Analysts have noticed significant movement in Bakoma shares of late. "There are allegations that someone may be purchasing on Danone's behalf even though Danone officially denies it," Morawska said.
Bakoma closed at zl. 52 on Friday, up 4% from the previous week's close.
