Legal Proceedings Report • Aug 17, 2023
Legal Proceedings Report
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DNV AS ("DNV") has, with an application dated June 16, 2023, requested that the Redemption Committee of the Finland Chamber of Commerce appoint an arbitral tribunal to resolve upon matters pertaining to the redemption of Nixu Corporation's ("Nixu") minority shares. The said application and the letter of the Redemption Committee of the Finland Chamber of Commerce relating thereto will be mailed to all known minority shareholders of Nixu together with this notice.
On February 16, 2023, DNV announced a voluntary recommended public cash tender offer (the "Tender Offer") as set out in the Finnish Securities Market Act for all issued and outstanding shares and stock options in Nixu. As at the time of the announcement of the Tender Offer, DNV held 75,467 shares in Nixu. The price offered for each Nixu share validly tendered in the Tender Offer was EUR 13.00 in cash. As a result of the completion of the Tender Offer in respect of the total of 6,571,919 shares in Nixu and taking into account the total of 371,052 Nixu shares acquired by DNV outside the Tender Offer the ownership of which has transferred to DNV by June 15 (in total 6,942,971 shares), 2023, DNV's holding therefore increased to 93.23 percent of Nixu's shares and votes. Between June 15, 2023 and June 19, 2023 DNV acquired in total of 9,045 shares. The subsequent offer period of the Tender Offer ended on June 26, 2023, and 403,492 Nixu's shares were tendered during the subsequent offer period, whereby DNV's holding increased to 98.2 percent of Nixu's shares and votes.
Inasmuch as DNV's shareholding in Nixu has increased above 90 percent of the issued and outstanding shares and votes in Nixu, a redemption right and obligation, as set out in Chapter 18, Section 1 of the Finnish Companies Act, has arisen for DNV over Nixu's shares held by other shareholders of Nixu.
DNV has notified Nixu of its redemption right and obligation on June 12, 2023. Information regarding the arising of the redemption right and obligation in Nixu has been recorded with the Finnish Trade Register on June 15, 2023.
In its application, DNV demands that the arbitral tribunal, among other things, confirms that DNV's redemption right over Nixu's minority shares is clear, confirms that DNV has the right to gain possession of Nixu's minority shares by posting a security approved by the arbitral tribunal for the payment of the redemption price and confirms that the redemption price corresponds to the price in the Tender Offer that preceded the arising of the redemption right, that is, EUR 13.00 per share.
As a result of DNV's application, the Redemption Committee of the Finland Chamber of Commerce has petitioned the district court of Länsi-Uusimaa for the appointment of a special representative to look after the interests of Nixu's minority shareholders during the redemption process.
With its decision 23/2670 given on August 17, 2023, the district court of Länsi-Uusimaa has appointed attorneyat-law Olli Iirola, in accordance with his consent, to act as such special representative. The contact details of the special representative are:
Attorney-at-Law Olli Iirola Eversheds Attorneys Ltd. Fabianinkatu 29 B 00100, Helsinki, Finland Telephone: +358 40 540 0567 e-mail: [email protected]
In Helsinki, Finland on August 17, 2023
DNV AS
Timo Airisto Mikko Hulkko
Attorney-at-Law, Helsinki Attorney-at-Law, Helsinki
As attorneys-in-fact of DNV AS
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