Dutch court rejects request for inquiry into fertiliser company OCI

The Enterprise Chamber of the Amsterdam Court of Appeal declined to order an inquiry into OCI on 7 October after weighing the interests involved. In January, the court had provisionally found grounds to doubt whether OCI’s decision-making had been sufficiently careful. Temporary directors appointed at that stage had the power in practice to block a proposed transaction with Orascom. [1]

Those directors later concluded that OCI’s earlier plans paid insufficient attention to minority shareholders. OCI’s majority shareholder subsequently announced an unconditional cash offer for all OCI shares, according to the court. The chamber agreed with the directors that the current plans give minority shareholders a choice between cash and shares in Orascom. [1]

Some minority shareholders, including the Dutch investor association VEB, continued to seek an inquiry and raised further objections. The judges found insufficient concrete grounds for those additional objections. They also considered the risk that an inquiry could jeopardise a transaction that a substantial group of minority shareholders wanted to proceed, and said it was unclear what further facts an inquiry would establish. [1]