Members of the Tidemand family have appealed an Oslo Bors resolution regarding their failed bid to take over Belships, which has since merged with Frode Teigen's Lighthouse.
They claim the stock exchange’s rules on sales of large shareholdings fail to protect the interests of minority shareholders.
“This is a case of material importance to all investors in the Norwegian stock market," Kristin Tidemand told TradeWinds on Tuesday.
"This case addresses the question of how legitimate it is to give certain main shareholders the benefit of being paid above market values prior to a merger transferring control to the new main shareholder, while the minority shareholders are left with no option to exit in a falling market," she reasoned.
A few other minority shareholders in Belships have endorsed Tidships’ submission to the Stock Exchange Appeals Committee.
“We believe this is a case for the independent appeals committee at the Oslo Stock Exchange to review and conclude, in order to create visibility and predictability for all investors on the Oslo Stock Exchange,” Kristin said.
Kristin, her father Otto and sister Caroline own a 10.6% stake in the Oslo-listed bulk carrier owner through Tidships, which launched an unsuccessful takeover bid for the company in 2018.
The bid was prompted in February 2018 when Sverre Tidemand, brother of Otto, hired ABG to undertake a strategic review of his 67.05% Belships stake, which was held by his company Sonata.
Tidships’ offer of NOK 5.50 ($0.64) per share for all Belships’ outstanding shares was rejected by Sonata.
Instead, Sonata sold a 30.2% stake at NOK 7.00 ($0.82) per share to Kontrari, an entity owned by investor and shipowner Teigen.
Tidships filed a protest with the Oslo Bors in September, stating the deal should have triggered a voluntary offering from Kontrari to all other shareholders at the offer price, and asked the exchange to request such an offering.
The stock exchange declined on the basis that voluntary offerings are triggered only when more than 33.3% of an Oslo-listed company is offered for sale.
The sale to Kontrari, which has a 69.8% shareholding subsequent to the transaction, was subject to Belships merging with Teigen’s dry cargo shipping operation, Lighthouse Shipholding.
The merger with Lighthouse was closed on December 10.
TradeWinds approached Belships for comment on Tidships’ appeal but did not receive a response.