Silmäasema – Redemption of Minority Shares

Our partner Pauliina Tenhunen acted as a trustee in the redemption proceedings concerning the minority shares in Silmäasema Oyj in which Coronaria Oy acted as the redeemer. In accordance with chapter 18 of the Finnish Limited Liability Companies Act, a trustee appointed by the court looks after the interests of the minority shareholders and presents facts and evidence supporting their case in the course of the proceedings.

The redemption dispute was unusually extensive and complex, and the Redemption Committee of the Finland Chamber of Commerce decided to appoint a three-member arbitral tribunal to settle the dispute. The public tender offer and the redemption procedure also aroused widespread interest in the national financial media due to the premium included in the offer being considered low. During the proceedings, the trustee drew attention to a number of special circumstances, such as the exceptional decision of Silmäasema’s board of directors to not recommend that the shareholders accept the tender offer, the strong positive financial development reported by Silmäasema after the tender offer and the fact that Silmäasema’s share price remained locked despite the general positive development of the company and the stock market.

In its detailed arbitration award of 23 June 2020, the arbitral tribunal acknowledged the existence of certain exceptional circumstances, but nevertheless adhered to the previous arbitration practice by confirming the redemption price as the price offered in the mandatory public tender offer.