The world's largest cocoa processor Barry Callebaut announced today that it has suspended efforts to take full control of chocolate maker Stollwerck after minority shareholders in the German firm filed a lawsuit against a proposed squeeze-out. Stollwerck says that it will use all legal means at its disposal to contest this lawsuit.
Swiss-based firm Barry Callebaut acquired 96.10 per cent of Stollwerck's shares through its German subsidiary Van Houten Beteiligungs in August 2002. In September 2002, Van Houten Beteiligungs issued a mandatory public offer to buy the remaining shares of minority shareholders of Stollwerck for €295 per share.
Van Houten Beteiligungs has held 98.66 per cent of the entire share capital and voting rights of Stollwerck since the expiration of the mandatory public offer. Van Houten Beteiligungs submitted a proposal to the remaining 1.34 per cent minority shareholders at the ordinary general meeting of Stollwerck on 30 April 2003 to pay them cash compensation of €295 per share so that the shares could be subsequently delisted.
"Challenging squeeze-out resolutions has, unfortunately, become commonplace," said Barry Callebaut chairman Andreas Schmid.
"Not a single squeeze-out has been ultimately blocked by these legal challenges, so they are not in the best interests of minority shareholders because they have to wait for an indefinite period until they receive their cash compensation and a functioning market for their shares is no longer available."
The company said that the ongoing integration of Stollwerck will not be affected by the action and should be completed as planned in the summer of 2004.