An extraordinary general shareholder meeting of the listed casino operator Olympic Entertainment Group AS (OEG) on Monday decided to approve the takeover of minority shareholder-held shares of OEG by Odyssey EUrope AS for a monetary compensation of €1.40 per share.
"The meeting decided to approve and decide the takeover of shares of Olympic Entertainment Group AS held by minority shareholders by Odyssey Europe AS in the course of the merger of Olympic Entertainment Group AS, as the company being acquired, with and into Odyssey Europe AS, as the acquiring company, in accordance with Section 421 1 and Chapter 29 1 of the Commercial Code for a monetary compensation of €1.40 per share of the company," OEG told the Tallinn Stock Exchange (TSE).
15 shareholders representing 148,313,494 votes attended the meeting, constituting 97.71% of the votes represented by all OEG shares. The meeting had a quorum to pass resolutions regarding the item on the meeting agenda, it said.
The proposal was endorsed with the votes of 92.4% of the votes represented at the meeting, with 7.6% voting against.
In accordance with Estonia's 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 as of ten days prior to the date on which the invitation for calling the general meeting was sent out, OEG told the TSE when the general meeting was announced on 7 August. OEG shares were trading on the TSE at €1.72 at the time, and €1.90 ten days prior.
After Harju County Court temporarily barred OEG from increasing its share capital in the interest of Novalpina Capital, an investor bidding for all shares in OEG, Novalpina filed an application for merging Olympic with their subsidiary, which would mean that minority shareholders would be bought out using a so-called squeeze-out procedure.
Harju County Court on 3 August barred OEG by means of an interim order from carrying out a share capital increase. 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.
OEG's general meeting decided at the end of June to change the company's articles of association in order for the supervisory board to have the right to increase the share capital of the company in three years by up to €2.8 million against contributions by issuing up to seven million new ordinary shares of the company to the members of the management board or supervisory board or to any other directors or employees of the company or its direct or indirect subsidiaries.
The Listing and Surveillance Committee of the TSE on 31 May rejected 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 was 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 TSE said at the time.
Delisting is necessary in connection with the takeover of OEG by 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 €1.90 per share offered for the shares in the voluntary offer to be too low, have stated that they are against delisting and want to receive €2.30-2.50 per share. The minority shareholders have also previously promised to employ all legitimate means to prevent the delisting.
Editor: Aili Vahtla