Odyssey Europe, which became the sole owner of listed Estonian casino operator Olympic Entertainment Group AS (OEG), has endorsed a merger of OEG with itself.
"Olympic Entertainment Group AS hereby informs of a resolution by its sole shareholder Odyssey Europe AS approving the merger of OEG as the transferring company with and into Odyssey as the acquiring company," OEG told the Tallinn Stock Exchange on Friday afternoon.
OEG notified the stock exchange earlier that day that Odyssey Europe, its majority owner, had completed the takeover of shares of OEG belonging to minority shareholders. As a result of the takeover, 100% of the shares of OEG, excluding own shares, belong to Odyssey Europe AS.
Prior to the announcement of the completion of the squeezeout, Nasdaq Tallinn suspended trading in OEG shares until further notice. All orders had been cancelled, it said.
OEG said on Thursday that it had filed an application with Nasdaq CSD to transfer the shares belonging to its minority shareholders to the majority shareholder Odyssey Europe AS for a monetary compensation of €1.40 per share in accordance with the resolution of the 10 September extraordinary meeting of shareholders of OEG.
It said that on the basis of the application, the Estonian branch of Nasdaq CSD will transfer the minority shares to the securities account of the majority shareholder and the compensation to the accounts of minority shareholders on or around 12 October. The settlement will be effected automatically and no steps are needed to be taken by the minority shareholders.
An extraordinary general meeting of shareholders of OEG on 10 September decided to approve the takeover of the shares of OEG held by the minority shareholders by Odyssey Europe AS for a monetary compensation of €1.40 per share.
After Harju County Court had 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.
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 was necessary in connection with the takeover of OEG by the investment company Novalpina Capital, which intended to merge OEG with Odyssey Europe, a company established for the takeover of OEG.
Several minority shareholders, who considered the price of €1.9 per share offered for the shares in the voluntary offer to be too low, said they were against the delisting and wanted to receive €2.30-2.50 per share. The minority shareholders also previously promised to use all legitimate means to prevent the delisting.
Editor: Aili Vahtla