Q-Med AB’s majority shareholder Galderma Holding AB, who owns more than 90 percent of the shares in Q-Med, has requested compulsory acquisition of the remaining shares in Q-Med. This means that Galderma, through a so-called compulsory acquisition procedure, will acquire all the other shareholders’ shares in Q-Med. The compulsory acquisition procedure is handled through a so-called arbitration procedure between Galderma and the other shareholders of Q-Med.
All the other shareholders of Q-Med, the so-called minority shareholders, are represented by a so-called trustee. The minority shareholders need therefore not take any actions to safeguard their interests in the compulsory acquisition procedure.
The amount that the minority shareholders will receive for their shares in Q-Med, the so-called redemption amount, will be determined in the compulsory acquisition procedure. The minority shareholders will also receive certain interest on the redemption amount. It is not possible to reliably predict the size of the redemption amount. However, it is normally the case that the redemption amount is determined at the price that a majority shareholder paid in a preceding public takeover offer. In Galderma’s public takeover offer, which was completed in March 2011, Galderma paid SEK 79 per share in Q-Med.
The redemption amount and interest is paid when the arbitration proceedings have been concluded and the arbitration award has become final. The payment will be effected through Euroclear Sweden (formerly VPC). Euroclear makes the payment firstly to the bank account linked to the securities account in which the shares are registered. If the shares are held thorough a custodian bank the payment is made by the custodian bank.
It normally takes about 1-2 years from when the compulsory acquisition procedure was initiated until the final redemption amount and interest can be paid. This would mean that such payment is made sometime between March 2012 and March 2013. Potentially, however, a preliminary redemption amount and interest might be paid already about 6-12 months after the compulsory acquisition procedure was initiated, i.e. sometime between October 2011 and March 2012. Prior to the payment of a preliminary redemption amount, the minority shareholders’ shares in Q-Med will be replaced by a new instrument representing the right to receive the redemption amount and interest.
Galderma has notified that it will not buy shares in Q-Med other than through the compulsory acquisition procedure.