Kernel has acquired the agricultural holding Enselco. Details of the deal
2 April 13:01
Kernel Holding S.A., one of Ukraine’s largest agricultural holdings, has signed an agreement to acquire 100% of Enselco Holding Limited—an agricultural holding with a land bank of 190,000 hectares—which is controlled by Andriy Verevskyi, the chairman of Kernel’s board of directors and its majority owner. Information about the deal is available on the Warsaw Stock Exchange, reports "Komersant Ukrainian".
“The total transaction amount is $348 million, reflecting a 5% discount ($18 million) from an independent fair market value appraisal of $366 million,” the statement reads.
It is noted that the purchase price was determined by company directors who have no conflict of interest and accepted by the seller—Veretsky—and the discount was applied to ensure that the deal provides a clear economic benefit to the company compared to the independently assessed fair value.
According to the statement, Enselco currently manages a consolidated agricultural business comprising 190,000 hectares of leased farmland, its own network of grain storage facilities, agricultural machinery and equipment, as well as a fleet of grain railcars. The scope of the transaction includes agricultural assets that Kernel previously sold in 2022–2023 for $210 million, as well as additional assets acquired and integrated by Enselco since then, including 56,000 hectares of leased land, a network of grain storage facilities, grain railcars, agricultural machinery and equipment, and related working capital.
Payment will be made in two installments: $300 million will be paid immediately upon signing the purchase and sale agreement, and the remaining amount by June 30, 2026.
“This transaction will secure the company’s core production supply chain and support the group’s grain export and oilseed processing value chains. Mr. Andriy Verevskyi abstained from voting on the board of directors’ resolutions approving the transaction,” the statement concludes.
In another stock exchange disclosure regarding insider information, Kernel clarified that the board of directors adopted the decision to submit an offer to acquire Enselco on March 26 after reviewing a valuation prepared by a reputable international valuation expert and the audit committee’s assessment of the potential transaction.
It is noted that the increase in the purchase price compared to the 2022 agreement reflects a significant expansion of the Enselco group’s asset base since that time and the reopening of grain export corridors via the Black Sea, which has significantly improved market access and the operating environment for agricultural activities compared to the conditions prevailing at the time of the 2022 agreement.
“These factors, taken together, confirm the company’s strategic rationale for reintegrating and expanding its agricultural production and processing segment at this stage,” the release emphasizes.
As a reminder:
Kernel Agri-Holding is the world’s largest producer and exporter of sunflower oil, Ukraine’s largest grain exporter, an operator of an extensive network of logistics assets, and a leading producer of grains and oilseeds in Ukraine. It is one of the largest producers and sellers of bottled oil in Ukraine. It is engaged in the cultivation and sale of agricultural products.
