The Celenus Clinic in Kinzigtal on the edge of the Black Forest should be well attended these days. In the rehabilitation clinic, people can have their depression treated and recover from the long-term effects of Covid. But hardly any of them should suspect that the clinic is part of a secret parallel structure.
In three decades, the French company Orpea has become one of the largest care groups in Europe. From Portugal to Poland, Orpea now operates more than 1,000 nursing homes and clinics, in Germany alone there are almost 200 with more than 17,000 beds, including the clinic in Kinzigtal. Orpea can also finance its business model in geriatric care with public funds.
But during this rapid growth, several Orpea managers created a secret parallel structure in Luxembourg, which led to dubious deals and tax irregularities. This is shown by a new research by Investigate Europe, which appears exclusively in the Tagesspiegel in Germany.
It is a tangled network with more than 40 companies that stretches from Panama via Luxembourg to French Normandy, Milan and a climatic health resort in the Black Forest. In between, managers who were apparently able to dispose of company values as they saw fit. This raises questions that French investigators will now have to answer. Parallel to Investigate Europe’s research, Orpea has now filed a complaint about “misuse of company funds” and mentions at least one of the managers involved.
The first traces of the network can be found in Panama and the British Virgin Islands in 2007. The companies Beston Enterprises and Bynex International have registered their headquarters there. Many years later, as part of the Panama Papers, both became known to a larger audience as henchmen of the Mossack Fonseca law firm and were finally liquidated. But long before that happens, Beston and Bynex register an initially inconspicuous company in Luxembourg in 2007, named after a small town in eastern Slovakia: Lipany.
Today, 15 years later, Lipany is at the center of a network of companies and subsidiaries in France, Italy, Belgium, Luxembourg and Germany. Like Orpea, Lipany has continued to grow over the past decades. The obscure Luxembourg holding followed the business of the care group like a shadow. Again and again, Lipany companies can be found in the immediate vicinity of Orpea’s activities.
When asked, Orpea only states that they have never “directly or indirectly held shares in Lipany”. But Orpea also kept the Luxembourg holding secret as a business partner. Since 2007, Orpea has filed more than 4,000 pages with the Securities and Exchange Commission detailing the group’s partnerships and strategies. The name of the secret partner was always left unmentioned. Apparently, the joint deals should not attract any attention. There are good reasons for this, as the research by Investigate Europe shows.
Since 2009 at the latest, the Luxembourg holding structure has been headed by one of the top managers of the care group at the time, who was even the head of Orpea in Italy, Roberto Tribuno. In addition to Tribuno, other Orpea managers held important positions in the holding company. Among them Sébastien Mesnard, until a few months ago still powerful chief financial officer of Orpea, the current Italian boss of the Orpea group, Thibault Sartini, and the former head of operations, Jean-Claude Brdenk.
Investigate Europe was able to evaluate hundreds of documents showing that the Orpea managers use Lipany and its subsidiary, among other things, to buy real estate from Orpea and then sell it back to Orpea. Between 2011 and 2017, several of these ping pong purchases took place in Italy. The Orpea managers Tribuno and Mesnard acted in alternating roles, sometimes for Lipany, sometimes for Orpea as buyer and seller.
One example of many: In 2014, Orpea sold Casamia Asti, which owns a nursing home in the northern Italian city of Asti, to a Lipany subsidiary for five million euros. Two years later, the Orpea Group bought the company back for 5.2 million euros. Again two years later, in 2018, Lipany bought Casamia Asti back for the same price. When asked, neither Orpea nor Roberto Tribuno nor Sébastien Mesnard wanted to explain the logic behind these transactions.
So what could be behind the obscure Lipany construct and its dealings? Lipany made no profit and did not pay dividends to its shareholders. Almost 100 percent of the activities were financed by debt. Lipany initially did this at banks. Since 2015, the holding company has been indebted to unknown “affiliated companies” and “other” companies, according to official documents submitted by the group to the Luxembourg authorities.
In 2019, Lipany reported €94.4 million in debt to the authorities. Of this, only 10 million euros were “loans from financial companies”. The remaining 84.4 million euros were declared as “other debts”. The filings also reveal who the main beneficiaries of the Lipany scheme could be: the mysterious lenders. Because between 2015 and 2019 alone, they received “financial fees” of 4.8 million euros. Money that may have ended up in someone else’s accounts from Orpea’s business via Lipany.
Orpea managers were involved in many of Lipany’s deals. But supposedly only a few insiders knew about it in the care group. In Italy, between 2011 and 2017, José Parella ran the business under Roberto Tribuno. He told Investigate Europe: “I had nothing to do with the Luxembourg offices.” The financial transactions have always been handled personally by his boss, Tribuno.
Tribuno didn’t talk about it with anyone except Sébastien Mesnard, CFO of Orpea. “When Mesnard came to Italy, Tribuno went through the balance sheets with him,” Parella recalls. Tribuno and Mesnard were also private business partners. Documents obtained by Investigate Europe show that they formed three companies together to acquire properties in Paris and Versailles in Paris and Versailles.
In France, the men behind the Lipany structure didn’t just buy houses. In 2018, they provided the Luxembourg holding company with a new subsidiary, RSS Seniors, which in turn consisted of several firms. The business model of these 14 companies was the construction of nursing homes from Cogolin in southern France to Rouen in Normandy. As of 2018, Lipany holds 51 percent of the shares in the company, with Orpea holding the remaining 49 percent.
In its financial statements, RSS Seniors and its 14 related companies state that they are part of the Orpea Group for tax purposes. This is a special status that can give companies significant tax advantages if they meet certain conditions. According to French law, this includes the fact that a group may only integrate a subsidiary for tax purposes if it holds more than 95 percent of the shares in it. But the Orpea Group does not do that.
When asked, the care group explained that the information in the annual financial statements was “incorrect”. That would mean that Orpea manager Sébastien Mesnard, who is also CEO of RSS Seniors, would have given false information to the authorities. According to French law, this carries a prison sentence of up to five years and a fine of up to 500,000 euros. Roberto Tribuno, who owns RSS Seniors through his Lipany Holding, calls Orpea a “historic partner”.
Orpea did not want to comment further on this case. “The group reserves the right to make statements to investigators who will deal with their complaint,” Orpea told Investigate Europe in a statement. Mesnard did not respond to Investigate Europe’s numerous questions.
In a written statement, Roberto Tribuno denies all allegations. His companies have always “acted properly”, taking into account “the applicable civil, accounting and tax regulations”. All transactions between the Orpea group and the Luxembourg Lipany structure “were always carried out with all the appropriate approvals from the respective competent bodies of both groups, which have always acted in full knowledge of the facts”. Other documents obtained by Investigate Europe show that in at least one case the Orpea group used Lipany to cover up a secret commission payment. In 2011, the group paid a French middleman €700,000 to obtain an operating license for a nursing home in Orpea. The money had flowed in the form of a share purchase in a Luxembourg company that the middleman had founded shortly before.
But the company was worthless. So that Orpea did not have to explain itself, Lipany bought the shares from the care group – for almost 700,000 euros. The financial hole caused by the irregular commission payment was plugged.
In Germany, too, Lipany is involved in the opaque real estate business of the Orpea Group. On the edge of the Black Forest in the small community of Gengenbach is one of several rehabilitation clinics, part of the Celenus chain. The Orpea Group took over in the summer of 2015. However, as with its more than 130 nursing homes in Germany, Orpea did not change the name of the facilities. Many patients may not know that the clinic now belongs to a French mega-corporation.
They can be treated in Gengenbach for depression or long-term effects of Covid. In addition to running the clinic, the property and the building also changed hands. Since spring 2017, 94.8 percent of the shares have belonged to a Luxembourg Orpea company, while the Lipany Group holds 5.2 percent of the shares. The same applies to at least one other Celenus clinic. Orpea Germany refused to answer an extensive list of questions about its dealings with Lipany.
Roberto Tribuno, the official Lipany owner, left his top position in the Orpea Group in 2017. Shortly before, however, his employer gave him a farewell gift. Tribuno had founded a construction company in Italy, Rodevita, which provided Orpea with an interest-free loan of 20 million euros. Orpea holds 45 percent of the shares in the company. But Tribuno also relies on its Luxembourg holding company for its transactions with Rodevita. The Lipany subsidiary Health Invest recently built four nursing homes in Italy together with Rodevita.
“We were told that Tribuno had left the stage and was no longer involved with us,” a former Orpea employee in Italy, who doesn’t want her name in the newspaper, told Investigate Europe. “But in fact he continues to do business with France.” There were “a few uncomfortable situations”. Tribuno is said to have made contact with Italian nursing homes even after his official departure, so that Orpea could later buy them.
Even the new head of Orpea in Italy, Thibault Sartini, knew nothing about it, says this insider. But Tribuno’s actions had been agreed: “I don’t think Tribuno acted on his own account,” says the former Orpea employee. “He received instructions from France.”
The public prosecutor’s office in France will now clarify what role Tribuno and his Lipany structure played and play in the Orpea group. Your task will be to untangle the network of Luxembourg companies and subsidiaries with the French care group.
Immediately after Investigate Europe confronted Oprea with the results of this research, the group filed a request for an investigation into the “misuse of company funds”. According to information from Investigate Europe, the ad explicitly names Roberto Tribuno and the company at the heart of the secret network: Lipany.