Arcam AB fka AMAVF

[charlie T colton]

Buyout price - Swedish Law - Arbitration

Obviously, most of us here have planned on owing our Arcam shares for the long haul. In a very short while, the transformative value of additive manufacturing will become increasingly apparent to most people with reasonable business, engineering, and science backgrounds. People will look back on this time and say "who knew?".

Who knew? We knew.

And General Electric knows, too.

I think this applies:

Sweden Squeeze-out Guide - IBA Corporate and M&A Law Committee 2010

Here's a section of the relatively short document:

STEPS & PERIODS

* A dispute regarding the existence of a compulsory buy-out right and/or the amount of the purchase price to be paid in such a buy-out shall be determined by three arbitrators. If an agreement cannot be reached regarding a Majority Shareholder’s wish to buy-out the remaining shares of the Minority Shareholders, the Majority Shareholder shall submit a written request to the company’s board of directors that the dispute shall be resolved by arbitrators and state his or her arbitrator.

* Immediately following the receipt of the request, the board of directors shall, through a public notice and by mail, notify the shareholders that a buy-out has been requested. The Minority Shareholders shall be afforded the opportunity, within two weeks from the notice to appoint a joint arbitrator. As the number of Minority Shareholders in most cases is high it is very uncommon that all Minority Shareholders manage to agree on a joint arbitrator. Therefore, the Companies Act contains provisions regarding appointment by the Stockholm District Court of a trustee who hasthe duty to appoint an arbitrator on behalf of the Minority Shareholders and who shall also represent and protect the Minority Shareholders’ interests in the squeeze-out procedure. It is the company’s obligation to apply for the appointment of a trustee if the Minority Shareholders do not appoint a joint arbitrator. If the board of directors of the company in advance can see that it is unlikely that the Minority Shareholders will be able to agree on and appoint a joint arbitrator the board of directors can, in order to speed up the process, in advance apply for the appointment of a trustee so that the Stockholm District Court can appoint the trustee as soon as possible after the just mentioned two week period. Normally a trustee will be appointed within about a week thereafter. It then takes two more weeks before the appointment of the trustee becomes final. As soon as the appointment of the trustee has become final he can appoint an arbitrator on behalf of the Minority Shareholders and the two arbitrators appointed by the Majority Shareholder and the trustee, respectively, shall thereafter appoint a third arbitrator who will act as chairman of the arbitral tribunal. This normally takes another 1 – 2 weeks. This means that as from the request for a squeeze-out it often takes up to two months until the arbitral tribunal has been established. All three arbitrators shall be impartial notwithstanding the fact that two of them have been appointed by the parties in the squeeze-out.

* Once the arbitral tribunal has been established it shall through a special notice and by mail invite those shareholders who wish to represent themselves in the proceedings to give notice thereof within two weeks. Shareholders that do not give such notice will be represented by the trustee.

* Thereafter the formal proceedings can start. The arbitration procedure is similar to civil law proceedings. The parties shall present their cases and the evidence they wish to plead. Normally the Majority Shareholder submits his first statement to the arbitral tribunal early so that the proceedings can start immediately at this stage.

* The time for finalizing the squeeze-out procedure, i.e. the time period until the arbitrators have issued the final award can thereafter be anything from a few months up to years, depending on the complexity of the issues in the matter.