Corporate acquisition and disclosed estimate on the effects of the acquisition
Listed company announced an acquisition. The Exchange regulations require that the earnings development of the acquired company must be disclosed and that the listed company must present enough information to enable an estimate on the effects of the acquisition.
The Disciplinary Board considered the information given by the company regarding the acquisition was correct but scarce. The Board considered that the development of the acquired company's earnings must be examined for a longer term than solely the previous accounting period. According to the announcement, the acquisition had a significant effect on company's net sales and earnings. The Disciplinary Board considered that an investor cannot on this information make a well-founded estimate on how the company's financial position will be affected by the acquisition. The need for the information was increased by the fact that the target company was unlisted and significant in size compared with the listed company.
Due to mitigating circumstances in this case, the Disciplinary Board did not impose any sanctions on the company.
Disclosure about change of ownership
The principal shareholder of a listed company sold its holdings and announced it. In addition to the obligation to the shareholder to disclose change in holdings this created an obligation for the listed company to disclose the change in principal ownership according to the Rules of the Securities Exchange A4.121. The acquisition negotiations had been participated by and involved persons who were members both in the board of the listed company and in the board of the major shareholder. The Disciplinary Board stated that in this case the listed company's obligation to provide information had effected when the acquisition was agreed upon, not upon the announcement from the principal shareholder.
The Disciplinary Board considered that in this situation the sales price, the purchasers motivations and the affect on minority shareholders, which had been all in public, should have been regarded as a fact that significantly affects the value of the shares and therefore needed by the investors.
As the company had fulfilled it's disclosure obligation only after a requirement from the Exchange, the Disciplinary Board issued a reprimand to the company.
