Orpea still in business with suspicious Luxembourg holding under judicial probe


Maxence Peigné
Maxence Peigné
Leïla Miñano
Leïla Miñano
21 September 2023
Scandal-hit care home giant is facing more questions over its dealings with Lipany, a little-known entity alleged to have been a “money laundering and corruption vehicle” controlled by former Orpea management.
Europe’s largest care home provider kept doing business with a company marred by suspicions of financial wrongdoing, after Investigate Europe revealed last year that Lipany, a Luxembourg holding run by former Orpea executives, amassed nearly €100 million worth of its assets. French prosecutors have now launched an inquiry. It is the latest probe into the affairs of the Paris multinational which is also under investigation for the alleged mistreatment of residents and misuse of public funds.

The new revelations show that even after Orpea filed a complaint to authorities citing Lipany in April 2022, the pair had more funding and real estate deals. In July 2022, Orpea pledged fresh funds to Lipany almost free of interest, in a scheme that involved the group's ex-chief financial officer, officially sacked two months before. In 2023, the nursing home giant also bought several French properties from its Luxembourg partner for an undisclosed amount and gave it the supervision of two facilities in Italy. 

Founded in 2007, Lipany belongs to Roberto Tribuno, a 60-year-old accountant who was CEO of Orpea Italia until 2017. Although in theory independent from the care home operator, the structure was able to accumulate shares in Orpea facilities in Italy and France and, to a lesser extent, Germany, as well as investments in Belgium. Behind the scenes, Sébastien Mesnard, Orpea’s former CFO, helped devise the ploy. Orpea lost 19 per cent of its market value in the wake of the revelations and announced Mesnard’s dismissal.

Orpea, which operates 1,000 medical facilities globally, has been in turmoil since the release in January 2022 of “Les Fossoyeurs”, a book depicting patterns of abuse within the group's homes. Its author, journalist Victor Castanet, accused the company of mistreating its 260,000 sick or elderly residents, notably by rationing their food and hygiene products. The claims sent Orpea's shares plummeting and complaints from affected families multiplied. French authorities are now probing whether institutional mistreatment was part of Orpea's business.

Orpea declined to comment on the latest Lipany transactions. "The issues raised are likely to fall within the scope of past, current or future investigations," a spokesperson said, adding that the group complained to authorities in the past about alleged internal malpractice. This led judges to open an investigation in June 2023 into breach of trust, fraud, misuse of corporate assets, organised money laundering and corruption. Mesnard and Yves Le Masne, Orpea’s ex-CEO, were detained by the police as part of the proceedings. It is understood the pair are still in custody.

“It’s extremely rare for white collar suspects to be arrested,” a source close to the inquiry said. Mesnard’s role in Lipany is central to the investigation. “The company may have been used as a money laundering and corruption vehicle,” the source added. “Orpea may still be held hostage by its shared investments with Lipany, as their commercial ties are difficult to break.” Lawyers for Mesnard did not respond to requests for comment.

While investigators are looking into Lipany's activities up to Orpea's April 2022 complaint, IE can detail further dubious operations that have happened since. 

On 5 July 2022, Casamia International, an Italian subsidiary of Orpea, raised its credit line to Lipany to €150 million, with a nominal interest of 0.1 per cent, according to corporate filings. The previous limit was not disclosed, but €82 million had already been drawn from the existing facility by 31 December 2021. No more money was used the following year and Orpea would not say if any was lent in 2023. Through Casamia International the group is a historical creditor of Lipany, with loans worth dozens of millions of euros recorded in Luxembourg and Italian accounts since 2017.

Although Mesnard was reportedly sacked by Orpea two months before, he remained Casamia International’s president until 6 July, one day after the amendment offering extra funding to Lipany was signed. A few weeks earlier, he chaired an ordinary meeting of Casamia International.
Casamia International, an Orpea subsidiary, raised its credit line to Lipany to €150 million in July 2022.

At the same time Orpea committed more cash to Lipany, it also cancelled its employees’ profit-sharing bonuses. "The group's directors explained back then that they had to pay back €55 million [of misused public funds] to the state because of their shenanigans and that there was no more money for us," said Kéline Sivadier, a workers’ union representative."We're very angry to learn these new revelations."

Much as Laurent Guillot, Orpea's new boss, promised "zero tolerance" after he took office on 1 July 2022, his direction and Lipany continued their real estate swaps into 2023. On 29 March, the group acquired RSS Seniors+ and its stakes in 13 French retirement homes where Orpea was previously a minority partner. The sale price or connections to Lipany were not disclosed in annual documents.

In Italy, two facilities built with Orpea funding opened in Spring under the Comfortcura brand, Lipany’s own care homes network. Based in Milan and near Venice, they belong to Rodevita, a Luxembourg firm, 45 per cent held by the group and 55 per cent by Roberto Tribuno. In 2018, Orpea granted Rodevita an interest-free loan of €20 million, with Sébastien Mesnard's approval.

Although Sébastien Mesnard has now been replaced as head of Orpea's Italian structures, data from Italy’s trade register suggests he remains on the board of two Lipany subsidiaries in which the group also has a stake, linked to a nursing home in Genoa.

Lipany and its owner, for their part, have not been cut off by Orpea, even though they featured in its complaint for misuse of company assets. Roberto Tribuno still appears as director of several companies jointly owned by Lipany and Orpea, according to the Italian register. He is also listed as a board member of three subsidiaries of the nursing home operator in Italy, including Casamia International and its direct holding, LTC Invest.
Deals between Orpea and Lipany continued despite revelations about the suspect relationship.

Tribuno's relationship with these two entities runs deep. Lipany first mentioned a €40 million interest free loan from Casamia International in its 2017 accounts. In December that year, Lipany bought Casamia International from LTC Invest, only to sell it back twelve months later for the same price. Each time, the transaction took place a few days before the annual accounts were closed. 

From 2009 to 2018, Lipany and Orpea swapped 14 Italian firms linked to care homes, some of them going back and forth several times. Since the Orpea scandal started last year, its management has been swift to blame a handful of former executives. "The shareholders have been robbed, just as the company has been robbed," Guillot insisted at the start of the year. "They were the victims of the previous direction." 

The “clean hands” operation recently accelerated, as the company is about to be partly nationalised. The French state agreed in February to inject €605 million into Orpea by the end of the year, in exchange for a majority stake in the debt-ridden enterprise.

If legal troubles have already started in France for Sébastien Mesnard, his partner, Roberto Tribuno, seems relatively untroubled. In March 2023, he was cleared of fraud and embezzlement charges at a Lipany-owned retirement home in Liguria. Italian judges ruled that discovery documents, related to more than €260,000 of misused public funds, were filed too late. 

During the year, Tribuno reorganised some of his investments, adding a new layer of opacity in his business structure. Since July, his Italian subsidiaries are now almost all affiliated to two new Luxembourg outfits created by Lipany: Turbie SA and Simplon SA. As a result, Lipany's name is no longer visible as a direct shareholder of Orpea homes in Italy. Tribuno did not respond to requests for comment.

Orpea too is mulling over a name change to wipe the slate clean. “It will certainly happen when we are ready," said CEO Laurent Guillot on national TV this summer, "to make our evolution a reality." But court cases will not go away. Families of residents have lodged so many mistreatment complaints against the company that its management could not establish the exact number in its latest annual report.

26 September 2023 update: Despite attempts to obtain comments from Roberto Tribuno during the investigation, he sent on-the-record replies after this article was published. He said: "The renewal of the credit line with the Orpea Group was a mere formal and administrative act without any effect on the credit/debt position (...) I have not been contacted and questioned by either the French or Italian authorities."

Editors: Chris Matthews, Manuel Rico
Contributor: Lorenzo Buzzoni
Graphics: Marta Portocarrero


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