Dutch supermarket group Laurus has said a Dutch court has ruled that Laurus shareholders were correctly informed over the company’s deal with French retailer Casino.
The investigation, ordered by the Enterprise Section of the Amsterdam Court of Appeal, related to a transaction in July 2002 through which Casino became a major shareholder in Laurus.
Part of the investigation centred on whether a letter from Morgan Stanley, in which the bank judged the issue price of €0.90 per share underlying the transaction to be “fair from a financial point of view” to the then shareholders in Laurus, was based on reliable information.
The investigators found that it was based on reliable information, noting that further investigation had found “no grounds for assuming that there were gaps in the information which Laurus supplied to Morgan Stanley or that information which might reasonably be considered relevant had been withheld by Laurus or that the information which Laurus supplied to Morgan Stanley had been selected or slanted by or on behalf of Laurus to support the fairness letter which Laurus was seeking”.
The other part of the investigation looked into whether, at the general meeting of shareholders, Laurus’ loss-making activities in Spain were wrongly used as an argument for lowering the share price underlying the Casino transaction.
Laurus said the investigators concluded that this was not the case: “The minutes show that the meeting was informed fully and in realistic terms about the loss-making activities, both in the Netherlands and in Belgium and Spain”. They added, “the serious predicament in which Laurus found itself and its complete reliance on the consortium of banks were not overstated, and nor was the threat to Laurus’ continuity if the Casino transaction were rejected”.
“While the findings that the shareholders were correctly informed at the general meeting in question and that the information from Laurus on which Morgan Stanley’s fairness letter was based was correct come as no surprise to Laurus, we welcome confirmation of those facts by the investigators,” Laurus said.