The court granted Olmafarm's application for securing the claim in full

On June 11, the Riga City Pārdaugava Court satisfied the application of SIA Olmafarm, the largest shareholder of the pharmaceutical company JSC Olainfarm, for securing the claim before instituting proceedings, determining that Olmafarm is entitled to exercise the rights arising from Olainfarm shares, including voting at both regular and extraordinary Olainfarm shareholders' meetings.

Pēteris Rubenis, a member of the Board of Olmafarm, told LETA that in this manner Olmafarm will be allowed to exercise its shareholder voting rights at the forthcoming extraordinary shareholders' meeting of Olainfarm on June 17 and June 18 without any obstacles or disturbances.

Olmafarm filed an application for securing the claim to prevent a serious threat to its rights as a shareholder and serious harm in a situation where there are fears that the rights of Olainfarm's largest shareholder may be attempted to be illegally restricted by the Czech company Black Duck Invest and its related parties at Olainfarm's extraordinary shareholders' meetings on June 17 and 18, referring to the possibly forged agreement to acquire 42.56% of the shares in Olainfarm held by Olmafarm and call themselves a shareholder in Olainfarm.

By a decision of the Riga City Pārdaugava Court of June 11, the court recognized the vital necessity and urgency of the application of securing the claim in favor of Olmafarm, including the right of Olmafarm as a shareholder of Olainfarm to vote at Olainfarm's both regular and extraordinary shareholders' meetings before the Olainfarm share ownership issue is resolved by a final court judgment.

The Riga City Pārdaugava Court has also prohibited Black Duck Invest, a company registered in the Czech Republic, from imposing any obstacles on Olmafarm exercising its rights granted by Olainfarm shares, including obstacles to voting at Olainfarm's regular and extraordinary shareholders' meetings.

In examining Olmafarm's application, the court assessed the direct will of Olmafarm's members, Valērijs Maligins' heirs, and the direct prohibition from carrying out any activities with Olmafarm's property on Milana Beļeviča, the dismissed Olmafarm's board member, as well as the fact that Beļeviča was removed from the position of a member of the Board of Olmafarm on April 26, i.e. before the conclusion of the share transfer transaction, taking into account that the agreement on the transfer of shares was signed by Beļeviča on April 27.

The decision by which a member of the Board is removed from office, in accordance with the regulation of the Commercial Law, enters into force at the moment of its adoption, thus in this case, regarding the dismissal of Beļeviča, on April 26. The court concluded that Olmafarm's current claim for annulment of the contract was prima facie more likely to be granted than rejected.

Olmafarm's Olainfarm shares represent 42.56% of the company's share capital and the voting rights arising from these shares have a significant impact on the decisions taken by Olainfarm's shareholders. Because of the above, the court ruled that to prevent material damage to Olmafarm, it was necessary to apply the securing of the claim before instituting proceedings, stipulating that Olmafarm is entitled to exercise the rights arising from certain Olainfarm shares until the dispute was finally resolved, and a delay in securing the claim before instituting proceedings could cause Olmafarm serious (irreparable) damage.

In addition, the court noted that the acquisition of control of the shares could let Black Duck Invest do actions that would render the possible annulment of the agreement invalid and pointless given the length of proceedings in similar cases and the cross-border element, which could cause losses to Olmafarm.

In addition, the court of the first instance assessed the circumstance regarding the criminal proceedings initiated and investigated by the Economic Crime Department of the State Police for possible large-scale fraudulent activities, which could lead to seizure of property (specific shares) and indicated the need to establish temporary procedures, namely that Olmafarm is entitled to exercise the rights arising from certain Olainfarm shares until the final settlement of the civil dispute.

Thus, by granting the securing of the claim, the court has eliminated the potential risk that the extraordinary shareholders' meetings announced by Olainfarm on June 17 and June 18 would violate the rights of Olmafarm as the largest shareholder of Olainfarm.

The said court decision is not subject to appeal and entered into force at the time of its adoption, that is, on June 11.

As already reported, for several years a fight over the control of Olainfarm has been taking place, including the Czech company Black Duck Invest, which claims to have become the company's largest shareholder, but police are investigating suspected fraud and at least three people have been detained, including Beļeviča, the former member of the Board of Olmafarm.

On April 30, the Economic Crime Department of the State Police launched criminal proceedings for possible large-scale fraud against Olmafarm on the part of Black Duck Invest officials, Czech citizens Vojtěch Kačena and Tibor Bokor, by concluding a possibly forged contract on April 26-27 for the sale of 42.5% of Olainfarm's shares owned by Olmafarm. It was signed on behalf of Olmafarm by the former board member Beļeviča.

Beļeviča claims that on April 27, as a member of the board of Olmafarm, she concluded a transaction for the sale of 42.56% of Olainfarm shares to Czech investors. She calls the information provided by another potential buyer of Olainfarm, the Repharm group, which is now being investigated by the police, a hasty, fraudulent sale of Olainfarm shares.

"In fact, the opposite happened - Repharm hurriedly tried to get me fired, hoping to break at the last minute the deal which had been carefully drafted since last summer with Czech investors," Beļeviča said.

The final phase of the deal began on April 26, and the contract was signed on the night of April 27, when certain nuances of the contract had been agreed upon, Beļeviča explained. The information available at Firmas.lv shows that Beļeviča's signature rights were valid until April 27.

It has already been reported that the draft Shareholders' Agreement and Loan Financing Agreement received by LETA, dated March 15, 2021, show that several persons - most likely Czech citizens Kačena and Bokor, Beļeviča, members of the Supervisory Council of Olainfarm Haralds Velmers, Kārlis Krastiņš and possibly other persons had started actions aimed at taking control of Olainfarm.

Krastiņš admitted to LETA that he had participated in negotiations with various investors, but none of these offers had resulted in any agreement or transaction.

He said that during the last two years, investors had known that Irina Maligina, Nika Saveļjeva and Anna Emīlija Maligina, the heirs of the deceased former owner of Olainfarm Valērijs Maligins, wanted to sell their shares, so representatives of many investors had approached Krastiņš.

Krastiņš explained that he had spoken to the Repharm group and its co-owner Leibovičs, Czech investors from the BHM Group, representatives of a New York investment fund and other investors, as the desire of the heirs to sell shares was well known in the investment environment.

"There were several negotiations, but none of these offers resulted in any agreement or transaction. I have not reached an agreement with any investor and I do not own any Olainfarm shares," Krastiņš emphasized.

At the extraordinary meeting on June 17, the shareholders of Olainfarm will decide on electing a new company Council.

Olmafarm, Olainfarm's largest shareholder, proposes to elect Juris Bundulis, Andrejs Leibovičs, Vadims Telics, Pēteris Rubenis, Sandis Petrovičs, Irina Maligina and Inga Balandina to the company's Council.

Currently, the Supervisory Council consists of the Chairman Gundars Bērziņš, his deputies Kārlis Krastiņš and Jānis Buks, as well as the members Haralds Velmers and Andrejs Saveļjevs.

It has already been reported that the Olainfarm group's turnover last year was 122.157 million euros, which is 11% less than in 2019, while the group's profit decreased 2.3 times and was 9.478 million euros.

Olainfarm operates in the production of finished dosage forms, pharmaceutical preparations, and food supplements, as well as chemicals and active pharmaceutical ingredients. The largest shareholder of the company is Olmafarm (42.56%), which is owned in equal parts by the heirs of Valērijs Maligins - Irina Maligina, Anna Emīlija Maligina and Nika Saveļjeva. The shares of Olainfarm are listed on the NASDAQ OMX Riga Official List.