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Wednesday, 24.04.2024, 16:20
Olympic calls extraordinary general meeting to endorse merger
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.