December 22, 2010 / 5:21 PM / 8 years ago

Small Silvinit shareholders seek new Uralkali terms

* Investor group urges small shareholders to reject deal

* Merger terms seen as poor for Silvinit, good for Uralkali

* Both companies controlled by tycoon Suleiman Kerimov

* Shareholder votes on merger to be held Feb. 4

MOSCOW, Dec 22 (Reuters) - Minority shareholders in Russian potash miner Silvinit SILV.RTS are demanding a revision of its merger with rival Uralkali (URKA.MM) and should vote against it, an investor rights organisation said on Wednesday.

Silvinit SILV.MM shares slumped 13 percent after details of the merger emerged on Monday, and analysts said deal terms were stacked in favour of Uralkali.

Both companies are controlled by Russian billionaire tycoon Suleiman Kerimov and associates, who are aiming to consolidate their potash empire into a single Russian champion and the world’s second-biggest producer. [ID:nLDE6BJ0CY]

“Despite the fact both companies are engaged in the same business and have very comparable production and financial indicators, Silvinit will receive only 39 percent of the combined business ... 25 percent below fair value,” Moscow’s Investor Protection Association said in a statement.

“During the past several days we have been approached by a large number of shareholders who disagree with the terms and conditions of the transaction. We ask all shareholders to vote against the merger,” it added.

Fellow listed fertiliser group Acron (AKRN.MM), which owns 8 percent of Silvinit shares, voted against the deal at a board of directors’ meeting and is expected to do so again at the shareholders’ vote on February 4.

The company was not available for comment on Wednesday.

Renaissance Capital analyst Mikhail Safin said he saw some risk the deal could be rejected as 25 percent of Silvinit shareholders hold preferred shares — seen as being particularly undervalued by the merger.

The deal requires a vote from 75 percent of Silvinit’s share capital, Safin said.

Minor shareholders’ rights are seen at risk in Russia, in particular at Russian listed companies controlled by oligarchs.

Russia’s biggest international fund manager Prosperity Capital has repeatedly highlighted two other cases — at power producers OGK-3 OGKC.MM and TGK-2 (TGKB.MM) — where it says investors have been short-changed. [ID:nLDE6881PJ]

The IPA also questioned why Silvinit’s directors other than the Acron representative had voted in favour of the deal, and what recommendations they would have received from adviser Merrill Lynch.

($1=31.10 Rouble)

Reporting by Olga Popova, Natalya Shurmina and John Bowker; editing by David Hulmes

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