Vasil Kisil & Partners advise Farmgate on sale of agricultural business to A’SPIK Group
On 5 September 2023 Farmgate, a Dutch owned farming group being one of the biggest grains and oil seeds producer in Khmelnytsk region, transferred 95% share in its Ukrainian business to A’SPIK Group, Ukrainian top 5 sugar company. Farmgate Ukraine together with its subsidiaries controls the land bank exceeding 6 thousand hectares and other agricultural assets, including real property, machinery and livestock. The transaction has been negotiated since November 2022 with definitive agreement being signed yet in March 2023. Overall deal will be closed early in 2024 upon harvesting and sale of 2023 crops and subsequent transfer of remainder share and assets.
Vasil Kisil & Partners acted as a sole legal counsel to Farmgate on this transaction including tax and corporate structuring of the deal, drafting and negotiating full set of acquisition documents, merger clearance and advice on withdrawing investment from Ukraine. The deal structure provided for graduate transfer of 100% share in Farmgate Ukraine and, under separate agreements, transfer of certain business assets, including privately owned land, and operations during 2022 – 2023 harvesting year. The parties' interests during the interim period were designated to be balanced by the shareholders' agreement and irrevocable power of attorney to be kept in escrow.
Vasil Kisil & Partners’ transaction team included Alexander Borodkin, partner, and Roman Yemets, associate, advising on corporate, land, tax, financing and other transaction matters, as well as Anna Sisetska, partner, and Yevhenii Senchenko, associate, assisting with obtaining merger clearance from the Antimonopoly Committee of Ukraine and advising on other compliance matters.