Luxembourg's Three Seas infrastructure fund cleared to take joint control of Estonian biomethane producer Bioforce

CEE M&A Monitor

Biomethane / renewable energy Estonia · Luxembourg Capital increase, joint control — cleared 7 Sep 2026

Luxembourg's Three Seas infrastructure fund cleared to take joint control of Estonian biomethane producer Bioforce

The Estonian Competition Authority published on 7 September 2026 the notice of its decision of 4 September 2026, no. 5-5/2026-027, allowing 3S Verde Holdings OÜ and OÜ VINTSELLE to acquire joint control of Bioforce Group OÜ. According to the authority's non-confidential summary, Verde and Bioforce signed an investment agreement on 4 August 2026 under which Verde subscribes newly issued shares amounting to 28.50% of Bioforce's share capital. VINTSELLE, previously Bioforce's largest shareholder with 39%, holds 27.88% after the transaction. The shareholders signed a shareholders' agreement alongside the investment agreement, and the rights arising from it place Bioforce under the joint control of Verde and VINTSELLE. Verde is a special-purpose vehicle set up for this transaction with no business operations of its own; it is solely controlled by Three Seas Holdings No.2 and ultimately by Three Seas Initiative Investment Fund S.A. SICAV-RAIF, a Luxembourg reserved alternative investment fund aimed at critical infrastructure in the Three Seas region — transport, energy and digital infrastructure. Companies under the fund's control operate data centres, (renewable) electricity generation, rail rolling stock leasing and port operations. VINTSELLE is an Estonian real estate development and management company with ten subsidiaries in the same activity. Bioforce processes biomass, including animal by-products, into biomethane, and runs the full chain from feedstock sourcing through biogas production to upgrading, returning the nutrient-rich digestate to agriculture; it also designs, builds, operates and maintains biomethane plants and CNG filling stations. Its group includes Bioforce OÜ and Bioforce Infra OÜ, Bioforce Services OÜ, Bioforce Production OÜ with the Aravete, Ebavere, Laatre, Viiratsi, CO2 and Projekt companies, Sürgavere Põllumajanduse OÜ, Biomethane Services SIA, Bioforce Vainode SIA, Bioforce Polska sp. z o.o. and Bioforce Fuels OÜ. The authority found no affected markets: the parties have no horizontal overlaps or vertical links in Estonia. The summary states the reason for the transaction plainly — Bioforce's shareholders wanted to bring in additional capital to support the company's further development. No price is stated in the authority's documents.

Our take Read what the buyer actually bought: 28.50% of newly issued shares. The money goes into the company, not to the existing shareholders — nobody cashed out here. And yet this is a notifiable concentration, because the shareholders' agreement signed alongside it hands two parties joint control between them. That is the point worth keeping: control is a question of rights, not of percentages. An owner who signs an investment agreement without reading the shareholders' agreement beside it can end up sharing decisions he thought he had kept. Note also who came in — an infrastructure fund whose other holdings are data centres, generation, rolling stock and ports. It is buying a build-and-operate business with contracted assets, not a technology bet, and it entered through primary shares because the company needed capacity, not because a shareholder wanted out. VINTSELLE went from 39% to 27.88% without selling a share; dilution is what growth capital costs.

Source: Estonian Competition Authority — decision notice AT2645697 →Estonian Competition Authority — non-confidential summary →

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