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Olympic calls extraordinary general meeting to endorse merger

BC, Tallinn, 08.08.2018.Print version
The listed casino operator Olympic Entertainment Group (OEG) sent out at midnight on Tuesday an invitation for shareholders to gather for an extraordinary general meeting on September 10, 2018, to decide about a merger of OEG with Odyssey Europe AS, a holding of the investment company Novalpina, informs LETA/BNS.

The sole item on the agenda of the meeting is to approve and decide the takeover of shares of OEG held by the minority shareholders by Odyssey Europe AS in course of the merger of OEG as the company being acquired, with and into Odyssey Europe AS, as the acquiring company, for a monetary compensation of 1.40 euros per share, OEG told the stock exchange.

OEG observed that in accordance with the Estonian Commercial Code, the amount of compensation payable to minority shareholders has been decided by the majority shareholder and determined on the basis of the value of the shares taken over they had ten days prior to the date on which the invitation for calling the general meeting was sent out.

The closing price of the share of OEG on the Tallinn stock exchange on Tuesday was 1.72 euros, compared with 1.90 euros ten days ago.

The extraordinary general meeting will start at the conference center of Hilton Tallinn Park hotel at 3 p.m. on September 10, 2018.

After a court had barred OEG from increasing its share capital in the interest of Novalpina Capital, which has bid for all shares in OEG, Novalpina filed an application for merging Olympic with their subsidiary, which would mean a buyout of minority holdings by means of a squeeze-out procedure.

The management board of OEG on Monday notified the stock exchange of the receipt of an application from its majority shareholder for the takeover of shares belonging to the minority shareholders in return for a monetary compensation of 1.40 euros, which is lower than the price of 1.90 euros previously offered to minority shareholders in the voluntary takeover offer.

OEG informed the stock exchange on Friday evening that the Harju County Court by a ruling dated August 3, 2018 banned increasing the share capital of OEG on the basis of a decision adopted at a general meeting of shareholders on June 29, 2018 and registration of share capital increases of OEG on the basis of decisions of the supervisory board. According to the court, the injunction was decided on the basis of an action from AS Trigon Asset Management against OEG seeking to establish the nullity of the resolutions of the general meeting of shareholders or alternatively to revoke the resolutions.

The Listing and Surveillance Committee of the Tallinn stock exchange on May 31 did not approve an application by OEG to delist its shares before the takeover of the shares. Considering the structure of shareholders of the company and the size of their total stake, as well as the planned transactions, the stock exchange is of the opinion that investors' interests can be considered sufficiently protected if investors are adequately informed and if they have the opportunity to turn to court for the protection of their rights, the stock exchange said at the time.

OEG said it would contest the decision of the stock exchange.

Delisting is necessary in connection with the takeover of OEG by the investment company Novalpina Capital, which intends to merge OEG with Odyssey Europe, a company established for the takeover of OEG.

Several minority shareholders, who consider the price of 1.9 euros per share offered for OEG shares to be too low, have said they are against the delisting and want to receive 2.3-2.5 euros per share. The minority shareholders have also previously promised to use all legitimate means to prevent the delisting.


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