Last Wednesday, in the afternoon trading hours, Purcari Wineries Group published a report stating that it has received a voluntary takeover bid for the Company’s shares at RON 21.00, implying app. 49% upside compared to the last closing price. Maspex Romania submitted the bid, part of the Maspex Group Poland, which aims to achieve a “controlling stake” in the Company. Based on our calculations, this implies a market cap of EUR 166.4m, a P/E multiple of 14.7x, and an EV/EBITDA multiple of 10.3x. In this blog, we bring you the overview of the entire deal, based on all the latest available information.
Purcari Wineries Group, a wine production company listed on the Bucharest Stock Exchange, with significant operations in Moldova, Romania, and lately, Bulgaria, just to name a few, received a voluntary takeover bid from Maspex Romania last Wednesday. The voluntary takeover bid came from a minority shareholder (<5% shareholding and thus not publicly disclosed), with the takeover price of RON 21.00 per share. Compared to the last closing price a day before (RON 14.12 per share), this represents an upside of app. 49% compared to that price.
In the published report, several other details are pointed out: Maspex Romania has also reached an agreement with Amboselt Universal (a holding company of the owner, Mr. Victor Bostan), which as of 31 December 2024, held app. 20.1% of the shareholding. The full preview of the shareholding (as of 31 December 2024) is available below:
Purcari Wineries Group shareholder structure (as of 31 December 2024)
Source: Purcari Wineries Group, InterCapital Research
The agreement stipulates that once the voluntary offer is officially made (subject to approval by the Romanian Financial Supervisory Authority), Mr. Bostan will sell 5% of his shareholding to Maspex Romania. Furthermore, the report mentions that another “institutional investor” has also made a similar agreement, to sell 8.04% of their shareholding to Maspex. In total, these 2 agreements amount to 13.04% of the shareholding. While the institutional investor is not named in the report, based on the shareholding structure, it could be inferred that it is either “Dealbeta Investments” or “Magna Umbrela Fund PLC&Oaks Emerging Umbrela Fund”, but again, this is just our assumption.
The aim of the offer was to acquire a “controlling stake” in the Company, which, according to Romanian law, amounts to 33% of the shareholding. Also, the report states that Mr. Bostan indirectly (through the aforementioned holding company) remains a shareholder of app. 15% of the share capital until the end of 2027. This 15% stake in the current share capital is subject lock-up agreement, as well as a put/call option that can be exercised during the first 6 months of 2028, for a pre-agreed strike price, which is equal to the price of the takeover bid plus interest of 12% per annum compounded annually.
The deal also stipulates that Mr. Bostan will cooperate with Maspex to achieve results in line with the Company’s strategy. Furthermore, the agreement between Maspex and Mr. Bostan is contingent on the current key management team staying with the Company to ensure business continuity and delivery of the existing “2x by 200” strategy. As such, an agreement was also reached with the Company’s CEO, MR. Alexandru Filip, also providing him a put/call option, with similar conditions offered to Mr. Bostan, but also subject to a variable part based on achieving certain managerial key performance indicators.
P/E, EV/EBITDA multiples comparison based on the proposed takeover bid (Takeover price vs. last closing price, points)
Source: BVB, InterCapital Research
Based on this offer, the P/E multiple amounts to 14.7x, as compared to 9.9x based on the last closing price. Meanwhile, the EV/EBITDA multiple amounts to 10.3x, as compared to the 7.7x before.
Maspex Group Poland, the owner of Maspex Romania, is the largest private company in the food and beverage industry in Poland and one of the largest in the CEE region. It operates 18 modern production plants in Poland and sells products to over 80 countries all over the world. Since it’s a private company, it hasn’t published its 2024 annual report yet, but according to the takeover offer filing, the Group’s sales in 2024 exceeded EUR 3.7bn.
Lastly, taking a quick look at Purcari Wineries Group, in Q1 2025, the Group has recorded revenue of RON 91.1m, a 12% YoY, an EBITDA of RON 23.9m, a 3% increase YoY, and a net income to majority of RON 8.4m, down 22% YoY.
Purcari Wineries Group key financials (Q1 2025 vs. Q1 2024, RONm)
Source: Company data, InterCapital Research
The growth in revenue came mostly from an 18% increase in core wine revenue, supported by a 16% volume growth, while the pricing and product mix increase amounted to 2%, implying that the majority of the increase came from volume expansion. Increases came across most markets, with Romania growing by 26% YoY, Moldova by 13%, Bulgaria by 26%, and the CEE region (Czechia, Slovakia, and Poland) grew by 22% YoY. In terms of brands, the largest (absolute) increase came from Purcari, with a 23% increase in revenue YoY, followed by Bostovan at a 30% increase, and Angel’s Estate at a 53% increase YoY. Meanwhile, Ceptura recorded no change in revenue, while Cuza and Bardar both recorded an 18% revenue drop.
OPEX, meanwhile, grew by 27% YoY, driven by higher marketing & selling expenses, as well as higher G&A expenses, which in turn, grew mainly due to an increase in employee costs. EBITDA margin amounted to 26.2%, down 2.1 p.p. YoY, while due to a worsening net fin. result (-234% YoY), driven primarily by lower fin. income (-99% YoY to RON 9.5k), due to lower cash yields and no FX gain, while on the other hand, fin. expenses grew by 116% YoY, due to larger FX losses. As a result, net income to majority margin dropped by 3.9 p.p. to 9.2% in Q1 2025.
Purcari Wineries Group “2x by 200” strategy overview (2027 goals vs. 2023 actual numbers, RONm)
Source: Company data, InterCapital Research
The takeover would support Purcari’s “2x by 200” strategy, which aims at almost doubling the revenue to RON 600m (2023: RON 382.5m), increasing EBITDA to more than RON 200m (2023: RON 107.5m), and net income to RON 130m (2023: RON 64m).
The strategy rests on several pillars, including:
- Profitable growth: Focusing on premiumization by increasing sales of high-end products such as Purcari Nocturne and other limited edition wines.
- Winemaking excellence: Expanding production capacity and planting new vineyards, thus ensuring the quantity and quality of grapes needed for growth and premiumization.
- Commercial excellence: Optimizing marketing efforts to drive growth across the portfolio and expanding into new markets, especially through targeted M&As.
The entire “2x by 200” strategy can be found here. Taking all of this together, if the takeover is successful, it would help grow the Company even faster, and if the right investments are made, the Company could even surpass its 2027 targeted numbers.