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During the recent extraordinary general meeting of Kindred Group, shareholders approved the Board of Directors’ proposal to amend the company’s memorandum and articles of association. The amendment includes the addition of squeeze-out rights for an offeror.
Representing 41.64% in nominal value of the total shares/Swedish depository receipts (“SDRs”) in issue – with 99.99% of the shares/SDRs represented voting in favour – the resolution to amend the memorandum and articles of association passed.
The adoption of the resolution required approval by at least 75% of the nominal value of the shares/SDRs represented and entitled to vote, meeting the requirement set by Article 135 of the Companies Act (Cap. 386 of the Laws of Malta).
This amendment was crucial for FDJ Group’s public tender offer for Kindred, filed with the Swedish Financial Supervisory Authority (SFSA).
Completion of the tender offer is contingent upon certain conditions being met, including an amendment to Kindred’s bylaws to allow for the implementation of a squeeze-out procedure if FDJ acquires at least 90% of Kindred’s capital.
During the same extraordinary general meeting on 15 March, Kindred’s shareholders also approved the amendment to the bylaws, as required for the implementation of the squeeze-out procedure above a 90% capital ownership threshold.
This development follows the approval by the SFSA of the “offer document” for FDJ Group’s tender offer for Kindred Group on 19 February 2024. The offer, launched on 20 February 2024, remains valid for a maximum period of 39 weeks.
