Tatra Trucks General Meeting: The board of directors proposes taking out a loan worth several billion from the majority shareholder's group.
The group would thus become the company's sole major creditor. Ahead of Tuesday’s general meeting, the Promet Group has drawn attention to the Tatra Trucks board of directors’ intention to strengthen the majority shareholder’s influence in the company through non-standard means. The means to achieve this goal is a large loan in the billions of crowns for Tatra Trucks, which the board proposes to approve.
Instead of a simple resolution to the tense situation that has been ongoing for two years among the co-owners of the company—which the CSG group effectively created through its actions beginning in August 2024—here comes another controversial move that, should the automaker fail to meet its obligations, could easily lead to a takeover of the company.
According to a proposal by its management to be presented at Tuesday’s general meeting, Tatra Trucks is set to accept a loan offer in the high billions of crowns from YTARA SPV a.s., a company controlled by Michal Strnad. The transaction, which is also intended to squeeze out other creditors—namely, banks—would thus make him Tatra’s sole major creditor.
“We have serious doubts about the purpose of this plan, especially given the way the matter was handled. Without a proper competitive bidding process, only a single bank was approached for an alternative offer, according to the supporting documents. In the case of such a large loan, this is completely at odds with the duty of care that Tatra Trucks’ management is expected to exercise. We only learned of this plan from the materials for the general meeting. We will take the necessary steps to ensure that this situation does not occur,” stated Denisa Materová, CEO of the Promet Group.
The proposal to accept a multi-billion loan from the majority shareholder comes at a time when the High Court in Olomouc ruled in favor of Promet Tools and ordered an independent expert review of Tatra Trucks’ key Report on Corporate Relations. “We have long been drawing attention to the situation in which Tatra Trucks’ management is restricting our Promet Group’s rights as a qualified shareholder. It is not providing us with the information required by law and is acting in the interest of the other shareholder, the CSG Group,” says Denisa Materová, CEO of the Promet Group, describing the context of the courts’ decision.
Further Controversy Instead of a Simple Solution
Yet today’s tense situation among Tatra’s co-owners has a very simple solution: a decision by the majority shareholder, the CSG Group, on one of the options currently on the table.
“For several months now, the CSG board of directors has had a very specific proposal from us to resolve the situation. It has three options. CSG has the option to buy out our stake in Tatra, sell us their stake, or take steps leading to renewed cooperation. It’s that simple. Both Tatra and we would welcome their final decision regarding the current situation, which they themselves created two years ago. I personally cannot do any more to bring about a constructive resolution to the situation. Unfortunately, no agreement has yet been reached on any of the options,” adds Denisa Materová.
“For several months now, the CSG board of directors has had a very specific proposal from us to resolve the situation. It includes three options. CSG has the option to buy out our stake in Tatra, sell us their stake, or take steps toward resuming our cooperation. It’s that simple. Both Tatra and we would welcome their final decision regarding the current situation, which they themselves created two years ago. I personally can’t do any more to bring about a constructive resolution to the situation. Unfortunately, no agreement has been reached on any of the options so far,” adds Denisa Materová.
In the past, the CSG Group expressed interest in purchasing a stake in Tatra Trucks, to which the Promet Group ultimately agreed. For the Promet Group, two conditions must be met: a fair market price and a resolution regarding the land on the Tatra premises, where the group operates its major subsidiary, Tawesco.
Background on the Structure of the Controversial Loan
The loan offer from YTARA SPV a.s. is based on the general meeting’s refusal to increase the registered capital. These funds are requested to cover the financing of allegedly necessary investments. Tatra Trucks management’s request changes at every general meeting. Currently, the total amount requested is 2.2 billion crowns. Tatra’s registered capital now stands at one billion crowns.
“Tatra’s management is demanding that Promet Group invest 770 million crowns in a company where, by decision of the majority shareholder CSG, we have no representation on the statutory bodies; management acts in CSG’s interest and does not sufficiently inform us of its actions. Our ability to exercise control over the company’s management is therefore very limited. In this situation, we cannot support major strategic decisions, including a significant increase in share capital. No responsible owner would do so. We have no certainty that our funds would be managed with due diligence,” explains Denisa Materová.
She also reaffirms Promet Group’s support for all critically necessary investments in Tatra, as it has consistently declared at previous general meetings. “The only way out of the current deadlock at the general meetings is for the representatives of the majority shareholder, CSG, to finally decide—after two years of negotiations—on one of the three solutions we have proposed,” adds Denisa Materová, CEO of Promet Group.
For more information, please contact:
Pavel Barvík
Director of Marketing and Communications, Promet Group; Spokesperson
Tel. +420 602 266 815
Email: pavel.barvik@prometgroup.eu
Website: www.prometgroup.eu