TNK-BP minority shareholder's buyout complaint dismissed
MOSCOW, January 15 (RAPSI) – The Ninth Commercial Court of Appeals has dismissed the request filed by Sergei Davydov, a minority shareholder of TNK-BP Holding (now RN Holding), to oblige Rosneft to make a public buyout offer, RAPSI has reported from the court.
In October 2013, the Moscow Commercial Court dismissed two suits filed by minority shareholders, who claimed that Rosneft should have made buyout offers after acquiring RN Holding. Rosneft argued that it did not buy RN Holding shares and so was not obliged to make a buyout offer.
Under Russian law, a company must make a buyout offer to minority shareholders if it buys shares directly, whereas the acquisition of indirect control does not require this, a Rosneft lawyer said.
The court upheld the defendant’s arguments, stating that RN Holding was one of many legal entities that formed Rosneft Group following the acquisition of TNK-BP. In other words, Rosneft did not buy RN Holding shares, but a new business.
In October 2013, Rosneft notified the Bank of Russia Financial Markets Service of its proposal to buy out 1.92 billion common and 450 million preference shares from the minority shareholders of RN Holding.
Rosneft took over TNK-BP in a $44.38 billion deal plus shares in March 2013 after a deal was reached with British BP and Russian AAR Consortium. The venture’s traded unit is now called RN Holding.