Photo: Vladimir Smirnov/TASS
Minority shareholders of major Russian pharmaceutical producer Pharmstandard has filed lawsuits to the main owner of the company demanding to pay them for forcibly repurchased shares. Their estimation could be incorrect
Claims to Cyprus company Augment Investments Limited, which owns the largest Russian manufacturer of medicines “Pharmstandard” was registered in the Moscow Arbitration court in late December. Statements submitted by two physical persons — Ruslan Avdeev and Valery Prisedskiy, the total amount of the claim is more than 550 million rubles. the Essence of the requirements in the court records is not specified, but according to the messageof Yam of “Pharmstandard” on Tuesday and Wednesday, 10 and 11 January, we are talking about “damages in connection with inadequate definition of the price of the shares (as a result of compulsory redemption of shares)”.
In may 2015, Augment Investments, the beneficiaries of which are the Chairman of the Board of Directors of “Pharmstandard” Victor Haritonin and Yegor Kulkov partner, announced plans to make the Russian pharmaceutical manufacturer a private company. At that time they belonged to the 54,32%, slightly more than a year, by October 2016, partners have brought their share up to 98,12%, which allowed them to send the remaining shareholders of the requirement for the compulsory redemption of shares. Thus, if in June 2016 principal shareholders under a mandatory buyout offer proposed per share 1,028 thousand rubles., in October, within the framework of compulsory purchase increased the offer price to 1.05 million RUB per share. But both these estimates were lower, for example, the amount paid in the scope of consolidation Haritonin and bags for the package of his former partner, Alexander Schuster (he owned 16.4% of shares of “Pharmstandard” in the form of shares and receipts). His package was estimated at the rate of $22 (or 1200 rubles at the exchange rate on the day of announcement of the transaction) per share.
The company has completed the procedure of forced redemption 12 December 2016 in order to Augment Investments 96,2%, indirect through “Pharmstandard-Leksredstva” — 3,8%.
The submission of such claims shall not suspend redemption, says the head of corporate practice of Sameta Olga Snazarov. In fact, the dispute will be conducted in respect of lawfulness of determination of the repurchase price of the securities, she said.
The representative of “Pharmstandard” at the time of publication on the request of the RBK not answered, contact Avdeev and Prisedskiy failed.
Do not agree with minority shareholders
Minority shareholders of “Pharmstandard” have already expressed their dissatisfaction because of the actions of the main shareholder. In 2013, the company announced the reorganization plans through the allocation of business to produce the most profitable brands (“Arbidol”, “Afobazol”, “Amiksin”) to an independent legal entity, NewCo, and the purchase of Singapore-based Bever Pharmaceutical for $630 million But Bever was affiliated with Alexander Schuster and, as pointed out by analysts, had to balance production capacity and did not generate cash flows in 2012. “After such corporate governance practices none of the Western investors do not need to be stock any, nor the second Issuer — they just destroyed their image,” — said the analyst “Brokerkreditservis” Tatyana Bobrovskaya. The transaction still took place, although its amount was reduced to $590 million