The sale of the Codorníu group to Carlyle continues to bring tail five years after closing the operation. The Provincial Court of Barcelona ruled yesterday in favor of the historic Catalan cava company in a case against AZ Capital, the investment bank that advised a part of the Raventós family in that intense purchase and sale process.
According to a sentence to which this newspaper had access, Unideco SA – the company that owns Codorníu – is exempt from paying 2.8 million euros to AZ Capital as an extra commission that the bank demanded for having increased the price for sale from 220 to 300 million euros. The pronouncement revokes a judgment of a court of first instance that said otherwise.
According to the Court, it has not been proven that AZ Capital actively intervened in the increase in the sale price of Codorníu, a necessary condition for the collection of this commission, according to the contract signed by both parties and in which AZ Capital undertook to mediate between potential buyers and the company, in addition to providing financial advisory services.
According to the Court, the price increase was the exclusive achievement of a group of Codorníu shareholders who held negotiations directly with Carlyle, without the mediation of AZ. In fact, the investment bank was hired by the president Mar Raventós, who wanted to frustrate the operation and find an alternative buyer to Carlyle.
According to the sentence, those who met directly with Caryle – and successfully managed to raise the price to 300 million – were the shareholders Marc Ferrán, José Manuel Ferrer, Manuel Farré and Antón Raventós. This version is also defended by two Carlyle employees, Mario Pardo (responsible in Spain) and David Mazaira, who corroborated this same thesis in the trial.
The Court considers AZ’s version implausible, which, among other reasons, ensures that it proposed two alternative buyers that matched Carlyle’s offers and that for this reason, the sale price rose. According to the court, AZ did not provide conclusive evidence to prove these facts.
The 2.8 million that Codorníu gets rid of paying AZ corresponds to 2.4 million as a success commission – calculated based on 3% of the 80 million increase – plus 483,000 euros of VAT. Yesterday, sources from AZ Capital, a company led by Jorge Lucaya, told this newspaper that “we absolutely disagree with the ruling and, given that it is not final and contradictory to the first ruling, we reserve the right to file the relevant appeals”