Squeeze-out of minority shareholders of AB Mazeikiu Nafta
Today, on 23 May 2007, PKN ORLEN filed a petition with a Lithuanian court requesting the issuance of an order pursuant to which all shares in AB Mazeikiu Nafta held by minority shareholders will be transferred to PKN ORLEN at a price of LTL 10.25 per share.
During the first stage of the squeeze-out procedure, which was completed on 21 May 2007, AB Mazeikiu Nafta’s shareholders had the right to conclude agreements for the sale of their equity stakes in AB Mazeikiu Nafta to PKN ORLEN through a Lithuanian brokerage house, SEB Vilniaus Bankas. The price offered for one share was LTL 10.25.
The above opportunity will remain in force until the date on which the court issues the final order as requested above.
During the tender offer for 100% of the shares in AB Mazeikiu Nafta, PKN ORLEN purchased 35,879,247 shares on 18 and 19 January 2007. Immediately after the close of the tender offer period, PKN ORLEN and the Government of the Republic of Lithuania jointly held shares entitling them to exercise more than 95% of the votes at the General Shareholders’ Meeting of AB Mazeikiu Nafta. Under Lithuanian law, achieving the 95% threshold authorizes the shareholders to squeeze out the minority shareholders.
The first stage of the squeeze-out process of all minority shareholders of AB Mazeikiu Nafta was commenced by PKN ORLEN, jointly with the Government of the Republic of Lithuania, on 14 February 2007. Pursuant to the agreement between PKN ORLEN and the Government of the Republic of Lithuania, all shares acquired from minority shareholders during the squeeze-out process are purchased by PKN ORLEN. During the first stage of the process, which was completed on 21 May 2007, PKN ORLEN purchased 2,469,775 shares in AB Mazeikiu Nafta. Minority shareholders continue to hold 991,796 shares in AB Mazeikiu Nafta.
