“A plan of authentic depredation of personal and business assets”. This describes the actions of the president and CEO of Gestamp, Francisco Riberas, his children and a series of investors in the lawsuit that a small businessman from Seville has filed against them under the accusation of fraud, a corporate crime due to the imposition of abusive agreements as well as discovery and revelation of secrets. The complaint was admitted for processing in a court in the Andalusian capital on June 10. The judicial conflict reveals the struggle for the takeover of a brewery created by Pedro Cánovas, a businessman who designed a business model that “tripled the Ebitda of the beer sector.”
In the complaint, to which elDiario.es has had access, it is described that the “true intentions” of the Riberas and other investors when entering the company was “to seize the business project of Pedro Cánovas and annihilate him in business, preventing to give continuity to other expansion projects and to undertake a smear campaign in financial and business circles and before investors and market operators with the aim of annulling and procuring his ‘business death’ “.
In addition to Francisco Riberas and his sons Mónica and Francisco, the defendants are the members of the board of directors of Cervezas Gran Vía: Javier Suárez Zapata (Seguros La Fe), Mariano de Miguel Velasco (Clayton), Alberto Rodríguez Fraile-Díaz (A&G Banca Privada), Eduardo Ramírez Medina (Cuatrecasas) and investors Richard Egues and Ultano Kindelan. The complaint is also addressed to the mercantile Socios Cerveceros Holding SL, Pensamiento Legal SL, Suárez Zapata SL and Halekulani SL.
Cánovas began his beer project in 2014, with the creation of the company Miscelnea de blessiciones SL, where he invests a good part of his family assets. The company would have a powerful boost in 2017, after receiving a subsidy of 6.2 million from the support program for the promotion of industrial competitiveness, granted by the Ministry of Economy, Industry and Competitiveness for the construction of a beer factory in the Sevillian municipality of Alcalá de Guadaira.
Public support and the numbers that support the project attract investors. Eduardo Ramírez Medina, a partner specialized in mergers and acquisitions at the Cuatrecasas law firm, will begin negotiations for the entry of new capital, as detailed in the complaint. Finally, Ramírez Medina himself together with investors Ulltano Kindelán, Mariano de Miguel Velasco, Fernando García de León and Joan Mir would create the company Socios Cerveceros Holding SL, which would take over 24.62% of the capital stock of the Cánovas company, which would retain 65% of the company.
Hand in hand with Ramírez Medina and the new partners, it is proposed that the E&Y audit make a complete analysis of the financial, accounting and tax situation of the company while Cuatrecasas performs a legal Due Diligence. After these reports, which did not notice irregularities, the new investors proposed to Cánovas to give entry into the capital of the company “to important family patrimonial groups that were among its list of clients, partners and friends,” always according to the complaint.
Here the Riberas family enters and hell begins for Cánovas. Through the equity company Halekulani SL, the Riberas family takes 49,0001% of the capital while Javier Suárez, owner of Suarez Joyeros, would use the equity Suárez Zapata SL to buy 7%. The founder now owns 26% of the company, although a Partners Agreement is signed on December 5, 2019, in which it is stated in two points that Cánovas will remain as CEO and president of the company, which passes to be called Cervezas Gran Vía SL. This newspaper has contacted the Riberas family, through the Gestamp press office, to obtain their version of events without receiving any response.
“Secure your business death”
However, as described in the complaint “with that majority, investors acquired a position of superiority and far from being willing to fulfill their part of the agreement, they would use it at the time they decided to” take off their masks “, to complete their plan to take ownership of the project, precisely when it began to report benefits, surprisingly and radically eliminating whoever they made believe that he would be CEO, ensuring by all means of his corporate death “.
The assault on these investors would begin, according to the complaint, with an “urgent capital increase” of six million euros demanded by the majority shareholders in mid-April 2020 due to the impact of COVID-19. Although this increase coincides with the “positive increase in commercial activity that led to more than doubling the sales and profit expectations”, the issue premium was 5.35 euros for each euro of capital, much lower than the issue premium. paid in December 2019, 11.70 euros, with the entry of the majority investors.
Faced with the dilution of the Cánovas shares, which is left with only 12% of the company, a compromise is reached by which the majority assume the future remuneration in shares of the directors and would compensate the founder with shares “when the company was in a fully operational situation “. That commitment would never come. Six months later, on November 27, 2020, the board of directors decided to fire Cánovas due to a “loss of trust” and “to avoid reputational damage to society that would affect its credibility in the market.” The trigger is the appearance of information in the Sevillian edition of ABC on the bankruptcy of Sociedad Franquiciadora Mercado provenzal SL, the previous business project of Cánovas.
Dismissal without successor in the company
Alberto Rodríguez-Fraile Díaz, president of A&G Banca Privada and director of Cervezas Gran Vía, then defended the justification for the dismissal of Cánovas because “he did not inform the Council of the situation in which he was”. The decision to leave the company founder is made so hastily that there is no substitute at the time of termination. According to the complaint, the dismissal is surprising when “just one month” before, in the board of directors of October 19, 2020, it is approved that Cánovas has the powers to sign with his signature loan contracts amounting to 4 million euros .
The complaint also reveals that “all the partners and directors were aware of the problems derived from the crisis of the previous Cánovas business project and did not give it the slightest importance, because, knowing these extremes, they decided to continue investing in their new company “. Investors knew of the situation since “the incidents derived from the crisis in society on which the news appeared that supposedly justified the dismissal of Pedro Cánovas, had been widely analyzed and addressed in the legal Due Diligence prepared by Cuatrecasas.” To elDiario.es questions about the conflict in Cervezas Gran Vía from the Cuatrecasas law firm, they have responded that it is about “a particular issue of a partner.”
On the other hand, in the minutes of the council in which the dismissal was approved, it is stated that the commercial director of Cervezas Gran Vía, Javier Segarra Martínez, explains that the information “would not have had any impact on its scope.” In addition, in a report contracted to the company’s communication agency, it is detailed that the information from ABC “the scope in terms of communication would have been very limited, the reputational damage associated with the Company would also have been very limited, and the recommendation would be not to react to the article.”
After the dismissal of Cánovas, according to the complaint, “fully aware of the glaring inconsistency of the excuse offered and documented in the council, they commissioned a report from the so-called ‘forensic'” to Deloitte, with the aim of “searching backwards and to be able to find some excuse by reviewing their management “, although the complaint ensures that the management of the founder of the brewery was” known and approved by them, as evidenced by the minutes of the council. ”
From the day of his dismissal, Cánovas could not access his email or his office to collect his personal possessions, according to the complaint. The complaint states that the dismissal of the founder of the brewery has caused damage to society by “the paralysis of administrative procedures … dysfunctions in the processes of automation and technical improvement of the manufacture of beer, which has meant a drastic decrease in production capacity, as well as a notable increase in associated costs … and ruined important commercial agreements “.
The war between the two parties has only just begun in the courts. Sources close to Cánovas assure that this complaint has been filed against the null will of the Riberas family and the rest of the investors to negotiate a satisfactory agreement for both parties. The majority investors came forward with an alleged fraud lawsuit last April in which they accuse Cánovas of using “Reindus funds to make payments not related to the beer project,” according to published El Confidencial. Legal sources point to the scant solidity of said complaint when the factory has continued to be built, neither the Due Diligence of Cuatrecasas nor the E&Y audit pointed to problems of any kind and there were no previous objections in the management of Cánovas at the head of the company until his dismissal, as recorded in the minutes of the board of directors of Cervezas Gran Vía.
The same judicial sources show their strangeness since this complaint was presented in Madrid, “when it really should have been presented in a court in Seville. It seems more like a measure to pressure the other party.” Sources close to Cánovas assure that no complaint has yet been notified despite the fact that in theory it would have been presented in mid-April of this year.