CEE M&A Monitor
Food · Confectionery Croatia Squeeze-out — request filed 25 Sep 2026

Pivac Holding files to squeeze out Kraš minority shareholders at €130 a share after crossing 95%

On 25 September 2026 Pivac Holding d.o.o. of Vrgorac filed a request with Croatia's central depository SKDD under Article 45 of the Takeover Act to transfer to itself all remaining voting shares held by minority shareholders in Kraš d.d., the Zagreb confectionery maker listed on the Zagreb Stock Exchange. The request covers 40,007 shares, or 2.85%. Fair compensation is €130.00 per share, equal to the price in Pivac's takeover offer, which Croatia's financial regulator Hanfa approved on 17 June 2026 and which closed on 29 July 2026; €5,200,910 has been deposited with SKDD to pay for all the shares. Pivac Holding acts jointly with Kappa Star Limited of Nicosia, Cyprus, under an agreement dated 10 February 2026. Together they hold 1,364,545 shares — Pivac 861,029 and Kappa Star 503,516 — or 97.15% of the voting shares. The 95% threshold was reached after Kraš's management board decided on 26 August 2026 to cancel all 94,069 treasury shares without reducing share capital; the change was entered in the court register on 14 September and executed at SKDD on 18 September, reducing the number of shares to 1,404,552. The request is within the three-month window after the offer, which runs to 29 October 2026. SKDD will carry out the transfer and payment. At the offer price, 100% of Kraš is valued at about €182.6 million.

Our take The step that made the squeeze-out possible was not a share purchase but a cancellation. Before Kraš retired its own treasury shares, the Pivac–Kappa Star group's 1,364,545 shares were about 91% of the 1,498,621 in issue — short of the 95% the law requires. Cancelling 94,069 treasury shares lifted the same holding to 97.15% without buying a single additional share. In any CEE listed company with a large treasury stock and a dominant shareholder, that arithmetic is worth running in advance. The other lesson is on price: compensation equals the offer price, and the filing states that no shares were bought above it afterwards, so there is no uplift. Shareholders who stayed out of the July offer end up with the same €130, only two months later.
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