OMV snub at MOL AGM
Austrian energy firm OMV
last Thursday said it would not give up plans to take over Hungary’s MOL or
sell its stake in the firm after OMV failed to block any of the MOL board’s
proposals at last Wednesday’s AGM.
“The strategy of OMV is
unchanged,” Reuters news agency quoted OMV chief executive Wolfgang
Ruttenstorfer as saying. “We have no intention of selling the 20% right now.”
Takeover tit-for tat
OMV has been attempting
to force a merger since last summer, when it upped its stake in MOL to 20.2%
and offered an above-market-value price of HUF 32,000 (EUR 126.95) for MOL
shares. MOL shored up its defences by buying back shares and lending them to
friendly banks in order to circumvent a 10% limit on voting rights.
OMV had been hoping to
put pressure on MOL to dismantle some of the defences against takeover at the
AGM. However, the MOL board, which controls around 45% of its own voting rights
through the share lending moves, pushed through its proposals, which included
lifting the company’s share buyback limit from 10% to 25% and also re-electing
chairman and chief executive Zsolt Hernádi and CEO György Mosonyi.
OMV criticised the share
lending agreements at the AGM and accused the board of simply using funds from
shareholders to strengthen its own position. Mosonyi denied that raising the
buyback limit was aimed at protecting against OMV, and said that it was
necessary to prevent stock price falls.
Considering the courts
OMV said it could turn to
the courts to question the validity of the resolutions and accused the board of
refusing to reveal its shareholder structure. “MOL’s AGM was very
disappointing, with MOL’s board continuing to show a complete disregard for
proper corporate governance,” OMV said in a statement. “OMV is considering
challenging before the courts the validity of several resolutions of the AGM
that were approved with the support of the management-friendly shareholders and
against the interest of MOL’s independent shareholders.”
The government also got embroiled in the takeover saga last year,
passing a law aimed at protecting “strategic” companies such as MOL from
foreign takeover. The European Commission is currently examining the validity
of the “lex-MOL” law.