Court Issues Temporary Injunction on Silvinit EGM Decisions and Merger
OREANDA-NEWS. March 1, 2011. Following the announcement made earlier on 28 February 2011 OJSC Uralkali ("Uralkali") informs the market that on 25 February 2011, the Perm Territory Arbitrazh (Commercial) Court considered the injunction plea filed by OJSC Acron, LICONA (INTERNATIONAL) LIMITED and ROF (Cyprus) Limited furthering the claim filed by OJSC Acron, LICONA (INTERNATIONAL) LIMITED, Medvezhonok Holdings Limited and ROF (Cyprus) Limited on 24 February 2011 against OJSC Silvinit ("Silvinit") and Uralkali seeking to invalidate decisions approved by the Extraordinary General Shareholders Meeting ("EGM") of Silvinit on 4 February 2011, and the merger agreement entered into between Uralkali and Silvinit.
The Court issued an order "ex parte" (that is one decided by a judge without requiring the presence of all the parties) for a temporary injunction prohibiting the implementation of the merger agreement, the registration of Uralkali new share issuances and the reports on results of the share issuances, and the registration of Silvinit’s termination upon the merger. The injunction imposed by the Court does not affect completion of acquisition by Uralkali of 20% ordinary shares in Silvinit. The court preliminary hearing on the merits of the claim is scheduled for 12 April 2011.
Uralkali and Silvinit believe that the injunction and the claim are entirely without merit and intend to contest them vigorously, in accordance with Russian law, in order to complete the merger, pursuant to previously announced timetable and in accordance with the terms announced and subsequently voted on by the overwhelming majority shareholders of both companies.
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