In a recent extraordinary general meeting, Kindred Group’s shareholders made significant decisions regarding the company’s memorandum, articles of association, and bylaws. These decisions, aimed at facilitating FDJ Group’s tender offer for Kindred, mark crucial milestones in the company’s corporate governance and potential acquisition process.
Shareholder Approval:
During the extraordinary general meeting, shareholders representing 41.64% of the total shares/SDRs in issue overwhelmingly supported the amendments to the company’s memorandum and articles of association. This level of support, with 99.99% of the represented shares voting in favor, highlights a strong consensus among shareholders regarding the proposed changes. The approval surpassed the threshold required by Article 135 of the Companies Act (Cap. 386 of the Laws of Malta), emphasizing the legitimacy of the decision-making process.
Amendment Details:
The approved amendments include the introduction of squeeze-out rights for an offeror, a pivotal aspect of FDJ Group’s tender offer for Kindred. Squeeze-out rights empower the offeror to acquire the remaining shares of the target company after reaching a specified ownership threshold, typically 90% of the capital. By incorporating these rights into Kindred’s corporate framework, the company aligns itself with the requirements set forth by FDJ Group’s offer and ensures a smooth transition in the event of a successful acquisition.
Implications for FDJ Group’s Tender Offer:
The amendments approved by Kindred’s shareholders play a crucial role in facilitating FDJ Group’s tender offer for the company. Notably, the completion of the tender offer is contingent upon several conditions, including the implementation of a squeeze-out procedure upon FDJ Group’s acquisition of at least 90% of Kindred’s capital. With the necessary changes to Kindred’s bylaws now in place, FDJ Group can proceed with confidence, knowing that the regulatory and governance frameworks support the execution of its acquisition strategy.
Regulatory Approvals:
Prior to the shareholder resolutions, the Swedish Financial Supervisory Authority (SFSA) approved the “offer document” for FDJ Group’s tender offer for Kindred Group on 19 February 2024. This regulatory clearance signifies a significant step forward in the acquisition process, providing both parties with the necessary authorization to proceed with their respective roles. The offer, formally launched on 20 February 2024, remains valid for a maximum period of 39 weeks, allowing ample time for shareholders to consider their options and respond accordingly.
Strategic Importance:
The decisions made at the extraordinary general meeting underscore the strategic importance of the proposed amendments for both Kindred Group and FDJ Group. For Kindred, these changes represent a proactive approach to corporate governance, enabling the company to adapt to evolving market dynamics and potential acquisition scenarios. Meanwhile, for FDJ Group, the amendments signal a positive development in its pursuit of Kindred, providing greater clarity and certainty regarding the acquisition process and associated regulatory requirements.
The approval of amendments to Kindred Group’s memorandum, articles of association, and bylaws marks a significant milestone in the company’s corporate governance journey. With overwhelming support from shareholders and regulatory approvals in place, Kindred Group and FDJ Group are well-positioned to progress with confidence in their respective roles. As the tender offer unfolds, stakeholders will continue to monitor developments closely, recognizing the strategic implications for both companies and the broader gaming industry.