Port of Giurgiulesti
The sale and purchase agreement, including the transaction price, is now subject to approval by the General Meeting of Shareholders of the National Company Administration of Constanta Seaports SA (APM), controlled by the Romanian state through the Ministry of Transportation with 80% of the capital, profit.ro writes.
Earlier, APM submitted a binding offer to buy ICS Danube Logistics, the operator of the Giurgiulesti International Free Port (GIFP), whose sole shareholder is the European Bank for Reconstruction and Development (EBRD), for about $62 million. In addition to this amount, which represents only the purchase price of ICS Danube Logistics, APM has committed, as part of the offer, to subsequently invest at least $28 million in GIFP.
Moldova’s Council for the Review of Investments Important to State Security, analogous to the Commission for the Review of Foreign Direct Investments (CEISD) in Romania, approved APM’s investment on July 11.
The minority shareholder of the Port of Constanta, Fondul Proprietatea (FP, which holds a 20% stake), has asked a Romanian court to annul APM’s June 19 decision approving a binding offer to acquire port operator Giurgiulesti. FP also asked for the suspension of the decision of the general meeting of shareholders until the resolution of the case on the merits. But its motion was rejected at first instance by the court, which considered that “the plaintiff has not proved urgency in the form of imminent and irreparable damage. The measure on the basis of which a stay is sought is hypothetical and does not constitute certainty of a sales contract, but is simply the submission of a binding offer by the defendant in a tender procedure”.
“The plaintiff (FP) asked the court to take into account that the $62 million value is based on an optimistic scenario presented by the management of ICS Danube Logistics itself, in line with the assumptions set out in the business plan, without material adjustments or an opinion from PWC (the consultant engaged by APM for the acquisition) on the appropriateness of the business plan and the assumptions on which it was prepared by the seller. For example, this business plan assumes that volumes handled by the company will increase by 80% by 2030, primarily by doubling grain volumes. Although even in the previous year, volumes at the Danube ports owned by the Romanian Ministry of Transportation, as well as at the Giurgiulesti port, decreased significantly due to a decrease in the flow of goods towards Ukraine,” the court proceedings show.
FP also claims that the price in the binding offer was based on an EBITDA (earnings before interest, taxes, depreciation and amortization) margin of more than 60% over the long term. This is more than 10% higher than the profitability rate recorded in 2024 and assumed continued profitability of the peak years of operations, which were driven by a favorable geopolitical situation, namely the redirection of freight traffic from Ukraine, which is no longer relevant today.
“Neither PWC nor APM management has specifically analyzed the strategic feasibility of APM’s acquisition of Giurgiulesti Port and how this acquisition could benefit the “Constanta Seaport Administration” in the context of Ukraine’s recovery. The arguments presented in the binding proposal regarding the strategic feasibility of this transaction were not accompanied by the consultant’s analysis justifying the feasibility of the investment in the Giurgiulesti port. Therefore, it was considered that there were significant indications of overvaluation of the binding proposal submitted for approval, which could be detrimental to the company and its shareholders,” the documents also said.
In addition, FP said that “the acquisition was financed through an increase in the share capital, which constitutes unlawful state aid.”
In its response, APM said the binding offer was submitted “after intensive and comprehensive negotiations between the parties” during several successive meetings at the level of experts and representatives. “The defendant argued that the acquisition of the Giurgiulesti port would bring significant benefits to APM SA and the Romanian state, including higher profits and higher dividends in the future for shareholders. He also emphasized that an investment in the Giurgiulesti Port is far more beneficial to the Defendant and the Romanian State than any other investment currently available on the market.”
According to the preliminary binding offer, in the non-binding offer, and then in the initial and revised binding offer, APM SA indicated that the funds would be its own. Separate from this issue, the Romanian government has agreed to initiate steps to capitalize the company for this project and for other investment projects that will follow under ReArm Europe, which involves dual infrastructure for both civilian and military transport.
Fondul Proprietatea also expressed dissatisfaction that the potential acquisition of the Giurgiulesti port operator involves numerous risks, including: the right to operate the port expires in 2030, at which time the tax incentives currently enjoyed by the operator will expire; there is a seizure of EBRD shares and litigation over their ownership; 25 of the operator’s buildings are under seizure; there is a potential environmental risk associated with improper storage of sediment generated in the river; and there is a potential risk to the environment from the inadequate storage of sediment from the port.
APM responded to these objections by pointing out that all the risks mentioned by FP were taken into account when preparing the binding offer. Thus, according to the Romanian state-owned company, the elimination of some of them, such as the favorable settlement of various disputes, was included in the offer as a precondition of the transaction, while for others it was agreed that, if they were realized, amounts from the agreed price would be withheld.
Moldovan media reported that one of the listed problems, namely the seizure of shares and property owned by the EBRD, was lifted last week.
The company that initiated it, Bemol Retail, owned by Rafik Aliyev, an Azerbaijani businessman who founded MSBP and later lost his rights to it, withdrew its claims. Apparently, the EBRD managed to conclude some kind of amicable agreement with it.
After that, Romania announced that the transfer of ownership had reached the finish line and would be approved at the General Meeting of Shareholders of ARM, which will be held on February 11, 2026.
