Porsche's Exit from Bugatti Rimac: Control, governance and the limits of formal equity thresholds
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- Tempo di lettura: 8 min
When does selling a 45% stake amount to surrendering control? Headlines tend to answer reflexively: always. Transaction documents suggest the opposite: not necessarily. The truth, as illustrated by Porsche’s April 2026 exit from Bugatti Rimac, lies in the legal architecture beneath the aforementioned percentage.
Determining where control resides requires moving beyond formal equity thresholds to examine governance rights, shareholder agreements and deal structure.
This transaction resists simple characterisation, as it operates simultaneously as a joint-venture unwind, a reallocation of control rights, a transfer of interests in a Croatian private company and a sponsor-backed recapitalisation.
Porsche AG's 24 April 2026 agreement to sell its 45% interest in Bugatti Rimac d.o.o. and its 20.6% interest in Rimac Group d.o.o. is best understood as a restructuring of the Bugatti-Rimac ecosystem. The official releases establish four facts of immediate relevance to deal counsel: binding transaction agreements were signed on 24 April 2026; the sale perimeter encompasses both the joint-venture vehicle (Bugatti Rimac) and the parent-level entity (Rimac Group); completion remains subject to customary conditions precedent, including regulatory clearances.
Upon closing, Rimac Group is expected to assume control of Bugatti Rimac while HOF Capital becomes the largest Rimac Group shareholder alongside Mate Rimac.
On its face, Porsche's April 2026 announcement reads simply: an industrial shareholder is selling minority stakes and refocusing on its core business. Legally, however, it is considerably more consequential.
Porsche is actually divesting two connected interests in two separate Croatian private limited liability companies: a direct 45% stake in Bugatti Rimac d.o.o. and a separate 20.6% stake in Rimac Group d.o.o., the parent entity that already held the remaining 55% of Bugatti Rimac. That combination makes this transaction a cross border unwind of a strategic alliance rather than a mere secondary share sale.
The background reinforces the point. In fact, in 2021 Porsche and Rimac agreed to establish Bugatti Rimac as a joint venture, with Rimac holding 55% and Porsche 45%.
In 2021, Porsche's chairman Oliver Blume and finance chief Lutz Meschke were publicly named to the supervisory board of the joint venture, confirming that Porsche's role truly was strategic.
By 2025, Porsche's consolidated financial statements still accounted for both Rimac Group and Bugatti Rimac as material associates under the equity method, expressly stating that it held significant influence over Bugatti Rimac and maintained a >20% interest in Rimac Group.
The table below sets out the publicly disclosed perimeter of the April 2026 sale.
Asset | Porsche interest sold | Disclosed post-closing effect |
Bugatti Rimac d.o.o. | 45% | Rimac Group to take control of Bugatti Rimac and form a strategic partnership with HOF Capital and BlueFive Capital. |
Rimac Group d.o.o. | 20.6% (announced); 21% (2025 accounts, rounded) | HOF Capital to join as largest shareholder alongside Mate Rimac, founder and CEO of Bugatti Rimac. |
Source: Porsche AG Newsroom (24 Apr. 2026); HOF Capital press release (PR Newswire, 24 Apr. 2026); Bloomberg reporting on BlueFive Capital's investment perimeter. The 20.6%/21% difference reflects announcement precision versus rounded financial-statement presentation in Porsche's 2025 consolidated accounts.
Governance and the limits of equity percentages
In joint ventures, usually, equity stakes alone offer an incomplete view on control, which may be shared or effectively exercised through board composition, reserved matters, information rights, veto rights over budgets and business plans, appointment powers, transfer restrictions.
Porsche's 2025 consolidated financial statements did not describe Bugatti Rimac as a passive financial asset, as they recorded a 45% stake and stated expressly that Porsche exercised significant influence over the company. The 2021 launch materials confirmed board-level representation in the joint venture; hence, the pre-sale architecture was a strategic governance arrangement in which Porsche retained direct visibility and influence over a premium automotive platform combining Bugatti with Rimac's electric-vehicle engineering capability.
Regarding governance, the 2026 disclosures simultaneously convey three facts: the consortium is acquiring Porsche's interests in both entities; Rimac Group will take control of Bugatti Rimac; HOF Capital will become the largest Rimac Group shareholder alongside Mate Rimac.
Bloomberg's reporting then adds a fourth fact of structuring significance: BlueFive Capital, described as the largest investor within the consortium, is investing exclusively at the Bugatti Rimac level and not in Rimac Group. This has been confirmed by BlueFive Capital's own communications.
As it is understood, the two mentioned investors, HOF and BlueFive, appear to hold different instruments, different percentages and potentially different rights in each entity.
In layered joint-venture structures, a buyer may acquire economic exposure in the subsidiary, governance rights in the parent, or both, in different proportions and through different instruments.
The split between HOF Capital's investment at Rimac Group level and BlueFive's investment at Bugatti Rimac level alone illustrates that economics and governance can be deliberately disaggregated across a corporate structure.
Several lawyerly inferences follow from the disclosed architecture. First, Porsche's departure almost certainly requires the amendment or termination of the 2021 shareholder arrangements that conferred its influence rights, including any reserved matters, veto rights or board appointment entitlements.
Second, for Rimac Group to take control of Bugatti Rimac, any structural protections previously afforded to Porsche must either be released or recast in favour of a sole-control model.
Croatian company law mechanics
Both Bugatti Rimac d.o.o. (društvo s ograničenom odgovornošću) and Rimac Group d.o.o. are Croatian private limited liability companies, as such, each is registered with the Commercial Court in Zagreb. That matters because share transfers in Croatian d.o.o. companies account as formal legal acts, hence, the formality requirements attach to the transfer itself, not merely to its registration.
In fact, the English translation of Croatia's Companies Act, made available by the Ministry of Foreign and European Affairs, states in Article 412 that business shares are transferable, however, the transfer agreement must be executed in notarised form or as a private document certified by a notary public; proxy powers used for transfers must themselves be notarised.
Moreover, the memorandum of association may impose additional transfer conditions, including a consent requirement from the company itself or from existing members. Article 411 provides that, as against the company, only the person registered in the business-shares register and notified to the court of registration is treated as a member. This implies that legal title does not pass at signing or at wire transfer, but only upon completion of the registration formalities.
Hence, any signing package must be aligned with Croatian formality requirements. Also, any closing checklist must account for constitutional consent rights and member-register updates at both the Bugatti Rimac and Rimac Group levels.
In a transaction that simultaneously affects a parent company and its flagship subsidiary joint venture, achieving alignment across those documents is typically one of the most technically demanding workstreams in the legal job.
Regulatory approval
The official Porsche and HOF Capital releases state that completion is subject to customary conditions precedent, including regulatory clearances by the relevant authorities. Two main regulatory workstreams are relevant on the public record.
At EU level, the European Commission reviews concentrations under the turnover thresholds in Article 1 of the EU Merger Regulation (Council Regulation (EC) No 139/2004). A concentration has an EU dimension, and falls to the Commission rather than national authorities, when the combined worldwide turnover of all undertakings concerned exceeds EUR 5 billion and the EU-wide turnover of each of at least two of them exceeds EUR 250 million, unless each achieves more than two-thirds of its EU turnover in the same Member State.
As it can be understood, concentrations below those thresholds remain within Member State jurisdiction, unless referred under Article 22.
At Croatian national level, the Competition Act requires notification when two cumulative thresholds are met: aggregate global turnover of the parties must reach HRK 1 billion, with at least one party established in Croatia or operating there through a subsidiary; moreover, at least two parties must each have Croatian sourced turnover of at least HRK 100 million.
Croatia also enacted a Foreign Direct Investment Screening Act, that has been subsequently amended by Parliament in October 2025, which requires pre-completion filing when a foreign investor acquires at least 10% of an obliged entity (or obtains a controlling position) and the acquisition affects national security or public order. Because the acquiring consortium includes non Croatian entities, i.e. Abu Dhabi-incorporated BlueFive Capital (which manages USD 15 billion in assets and is led by Hazem Ben-Gacem, formerly Co-CEO of Investcorp, the region's largest alternative investment firm) and New York-based HOF Capital (co-founded by Onsi Sawiris Jr. of the Egyptian Sawiris business dynasty, alongside Hisham Elhaddad and Fady Yacoub, with over USD 7 billion in AUM), whether the Act is triggered will depend on the final chain of control
Valuation
The parties have agreed to keep financial terms confidential, subject only to applicable financial reporting obligations. Any valuation analysis must therefore proceed from indirect evidence.
Bloomberg reported that Bugatti Rimac was valued at above USD 1 billion (approximately EUR 1 billion at prevailing exchange rates). That figure is consistent with Porsche's 2025 financial statements, which show that Bugatti Rimac generated EUR 609 million in sales revenue and EUR 77 million in profit after tax on a 100% basis in 2025, a significant turnaround from EUR 182 million of revenue and a EUR 152 million loss in 2024.
Rimac Group, by contrast, reported EUR 256 million of revenue and a EUR 70 million loss in 2025, reflecting the continued investment phase of its non-Bugatti businesses. Porsche carried its Bugatti Rimac investment at EUR 166 million and its Rimac Group investment at EUR 141 million at the end of the year 2025.
It has to be mentioned that Porsche's share of net assets, adjusted for consolidation and goodwill under IAS 28, are not market valuations. Hence, the spread between accounting carrying amounts and transaction value is neither surprising nor suspicious; it reflects the standard divergence between cost-based accounting and negotiated private-market pricing, where value is driven by rights, control outcomes and future prospects rather than the seller's balance sheet entry.
The more illuminating reference point is Rimac Group's Series D in June 2022, led by SoftBank Vision Fund 2 and Goldman Sachs Asset Management, which raised EUR 500 million and valued the group at over EUR 2 billion. That round brought in institutional capital alongside existing shareholders Porsche, Hyundai Motor Group and InvestIndustrial, establishing Rimac as a credible automotive technology supplier. Therefore, the April 2026 transaction prices Bugatti Rimac against a backdrop of meaningful institutional validation, an improved operating profile and the governance premium generated by removing an industrial co-owner from the control architecture.
Porsche's strategic rationale
Porsche's stated rationale, that is focus on the core business, is consistent with its financial position at the time of the transaction. In fact, in March 2026, Porsche reported that 2025 operating profit had declined by 92.7%, from EUR 5.64 billion to EUR 413 million, on revenues of EUR 36.27 billion (down from EUR 40.08 billion). Management attributed the deterioration to extraordinary product realignment costs and company rescaling costs, additional battery expenditure, the impact of US tariffs and continued pressure in China.
In that context, divesting non-controlling strategic holdings appears as an adequate response: it frees capital, simplifies governance obligations and sharpens management focus on the operating platform that shareholders actually use to value the company.
The exit from both the joint venture and the parent-level stake in a single transaction is also structurally cleaner, as it eliminates residual alignment problems.
For Rimac, the logic runs in the opposite direction. Indeed, the transaction gives Mate Rimac and the incoming financial partners the opportunity to consolidate strategic direction without an industrial co-owner whose priorities are shifting back towards its own turnaround. That is a recognisable pattern in maturing founder companies: once the industrial sponsor has helped de-risk the platform and establish its technical credibility, the optimal next owner is often a capital provider willing to fund growth while leaving operational control with the founder and management team.
The incoming consortium, with HOF's venture and growth orientation and BlueFive's infrastructure and private equity background, appears designed precisely for that role.
Ultimately, the legally accurate description of the April 2026 Porsche-Bugatti-Rimac transaction should state as follows: Porsche has agreed to divest both its direct 45% interest in Bugatti Rimac d.o.o. and its separate 20.6% interest in Rimac Group d.o.o. to a HOF Capital-led consortium, in a transaction structured to replace a 2021 industrial joint venture with a founder-led, sponsor-backed architecture under which Rimac Group regains control of Bugatti Rimac and HOF Capital becomes the largest external Rimac Group shareholder.
The relevant legal implications one has to consider are: how the parties have redistributed decisive influence across two corporate levels; how Croatian d.o.o. transfer formalities and FDI screening obligations are being managed; how the new investor stack has been calibrated across two entities with different investment perimeters; ultimately, how the governance reset has been documented in instruments the public has not yet seen.
Sources
❖ Porsche AG. Porsche sells stake in Bugatti Rimac. Porsche Newsroom, 24 April 2026.
❖ Reuters. Porsche to sell Bugatti Rimac stake to HOF Capital-led consortium. April 2026.
❖ Republic of Croatia. Companies Act (Zakon o trgovačkim društvima), consolidated English version.
❖ Council Regulation (EC) No 139/2004 (EU Merger Regulation).
❖ Porsche AG. Annual Report 2025.
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