Arcam AB fka AMAVF

[charlie T colton]

Re: Shouldn't an offer be presented-and-accepted by us?

I believe so. I've corresponded with Victor Wodlén and Axel Weibull beginning early in March. I'll post the email exchange.

Från: Charlie ******
Skickat: den 7 mars 2018 12:09
Till: Axel Weibull
Ämne: Arcam AB

Hello Mr. Weibull,

I am one of the remaining minority shareholders in Arcam. Your name is referenced on the Arcam website (http://www.arcamgroup.com/). Please tell me what your role is regarding anything to do with Arcam.

I am one of a relatively small group of minority shareholders and would like to share information with them, with your permission.

Thank you.

Charlie

Victor Wodlén <[e-mail]>

Mar 9, 2018, 4:09 AM

to me

Dear Mr. ******,

I assist Axel Weibull in the Arcam case.

All shares in Arcam held by minority shareholders are subject to a compulsory redemption process in which the shares will be transferred to the major shareholder. Axel Weibull has been appointed as a trustee for the minority shareholders. The trustee protects the rights of minority shareholders during redemption process.

The arbitral procedure is initiated, but still no chairman of the arbitration panel has been appointed.

The final award normally takes around 12 months, with wide variations. However, if the major shareholder put forward a security for the payment of the finally decided price per share, an advance payment can usually be effected 3-4 months from the commencement of the arbitration. If sufficient security is produced and it is determined that the major shareholder holds more than 90 per cent of the shares, the major shareholder will be entitled to register as owner of the shares, while a right of payment will be registered for the minority shareholders.

In this case I understand from preliminary contacts with the counsel for the major shareholder that they aim to put forward a security, which should make an advance payment possible, say in a couple of months.

Feel free to share the information with other minority shareholders.

Best regards,

Victor Wodlén

Associate
Lindahl
Advokatfirman Lindahl KB
P.O. Box 11911, SE-404 39 Göteborg, Sweden
TELEPHONE [phone]
DIRECT DIAL [phone]
MOBILE [phone]
FAX [phone]
VISITORS
EMAIL [e-mail]

Charlie ******

Mar 12, 2018, 9:53 AM

to axel.weibull, Victor

Thank you for getting back to me Mr. Wodlén. My first Arcam stock purchase was in 2013. I've made numerous additions since then. I've been the volunteer moderator at an Arcam investment message board since 2014. The message board can be accessed via the following link, https://investorshub.advfn.com/Arcam-AB-(ARCMST)-AMAVF-25928/.

I go by the pseudonym charlie T colton and wish to remain anonymous at this time. I am an engineer with a background in controls, electronics, electron beams, instrumentation, primary metals, and manufacturing. Additive manufacturing is not a fad and Arcam is not just another AM machine manufacturer. Please take some time to look over the message board. Many of us try and find the most pertinent information and share it.

Please email me for any information you might want.

Thank you,

Charlie

I didn't hear anything from Axel or Victor and asked for clarification of the buy-out (squeeze-out) process as explained in the Swedish Companies Act. The bold selection of text below can be found on page 69 in the right hand column. The email to Victor and Axel had the selected text in bold and color as below.

Charlie ******

May 27, 2018, 8:36 AM

to Victor, axel.weibull
Representatives of the minority shareholders,

Help me to understand how the portion of text in red below from the Swedish Companies Act is being addressed.


"Request for determination by arbitrators

Section 6 Where a majority shareholder wishes to buy-out shares in a company pursuant to section 1 and an agreement cannot be reached thereon, he or she shall submit a written request to the company's board of directors that the dispute be resolved by arbitrators, stating his or her arbitrator."


General Electric has not been and is not participating in good faith. This is a major omission in this process. It is not a technicality. General Electric has not made the minority shareholders a bona fide offer.

Charlie

rush2k, the section in red assumes that the majority holder has tried to reach an agreement with the remaining shareholders. This is obvious and implied. Your question "Shouldn't an offer be presented and accepted by us?" is reasonable and valid.

Victor's response follows.

Victor Wodlén <[e-mail]>
Wed, May 30, 4:40 AM
to Axel, me

Dear Mr. ******

Thank you for your e-mail.

It means that arbitration is not necessary if all minority shareholders are willing to sell their shares on the terms offered by the majority shareholder. As GE made a public takeover bid, and the remaining minority shareholders turned down the bid, it is safe to say that no such agreement could be reached.

Best regards

Victor

Victor Wodlén
Associate
Lindahl
Advokatfirman Lindahl KB
P.O. Box 11911, SE-404 39 Göteborg, Sweden

TELEPHONE [phone]
DIRECT DIAL [phone]
MOBILE [phone]
FAX [phone]
VISITORS
EMAIL [e-mail]

After receiving that explanation it is very hard for me to see in what universe Victor and Axel were working on our behalf. So unimpressed. It seems obvious that GE presented whatever paperwork was minimally necessary and the trustee and arbiters were more than happy to rubber-stamp it.

Charlie ******

May 30, 2018, 5:51 AM

to Victor, Axel

That offer was almost a year and a half ago. GE didn't own more than 90% of the Arcam shares at that time (it was well under 50%). There must be a new offer presented at the time of the squeeze-out.

Charlie

At http://mb.cision.com/Main/14796/2109816/580957.pdf - The mandatory public announcement of GE's increased 300 SEK offer - "GE Aviation increases the offer price and lowers the minimum acceptance condition in its recommended public cash offer to the shareholders of Arcam"

At the time of GE's final offer to us they were not a majority shareholder. They had commitments for 46.12% of the Arcam total shares. Not the actual stock, but commitments for the stock.

GE made no offer to the minority shareholders when or after they became the majority shareholder. GE made no offer to the minority shareholders when their ownership was greater than the 90% level which is a prerequisite to initiating the squeeze-out procedure.

A bona fide offer from the MAJORITY shareholder to the minority shareholders is required as well.



GE has not and is not bargaining in good faith. The trustee and arbiters have allowed GE to bypass the need for an attempt at an agreement.