Olmafarm: Czech company Black Duck Invest has lost eight lawsuits

The Czech company Black Duck Invest, which claims that in April it became the owner of 42.5% of the pharmaceutical manufacturer JSC Olainfarm owned by SIA Olmafarm, has lost in eight separate lawsuits in Latvian and Czech courts, Olmafarm Board member Pēteris Rubenis told LETA.

He added that the manipulations in Black Duck Invest's claims about the terms of the share purchase agreement were also highlighted by two international companies - the auditing company PriceWaterhouseCoopers and the law firm Sorainen.

Rubenis said that on August 30, the Riga City Pārdaugava Court rejected Black Duck Invest's application to cancel the interim protection measures applied to Olmafarm. "Consequently, Black Duck Invest's repeated attempts to influence Olmafarm's actions and obstruct the exercise of its voting rights have once again proved unsuccessful. The court's decision can no longer be appealed," Rubenis informed.

He also said that court rulings unfavorable to Black Duck Invest consistently confirm how questionable Black Duck Invest's claims about the acquisition of Olainfarm's shares were, but now the rulings have been joined by the findings of two internationally recognized companies that invalidates what representative of Black Duck Invest Vojtěch Kačena said at a press conference on August 4, 2021, and in a statement to the media that the preparation of the Olainfarm acquisition was a long process in which Olmafarm was represented by PriceWaterhouseCoopers, the Czech bank by Sorainen and BHM Group company Black Duck Invest by Walles legal experts.

"However, both PriceWaterhouseCoopers and Sorainen categorically refuse having participated in the preparation of this transaction. PriceWaterhouseCoopers and PriceWaterhouseCoopers Legal have informed Olmafarm that, contrary to Kačena's claims, they did not represent Olmafarm in connection with the alleged seizure of the assets or any other transaction. PriceWaterhouseCoopers also has no information that another company belonging to the PriceWaterhouseCoopers group of companies has provided any kind of services to Olmafarm," Rubenis said.

He added that law firm Sorainen also categorically rejects Kačena's allegations that they had performed due diligence or represented the Czech bank involved in the transaction.

"Consequently, Black Duck Invest's statements about the circumstances of the alleged transaction have proved to be false, which has also been assessed by the courts. Despite repeated attempts to influence the outcome through public and institutional pressure, the courts have consistently rejected Black Duck Invest's applications," Rubenis explained.

He reminded that on the night of April 27, Milana Beļeviča, a former member of the Board of Olmafarm who had been removed from office almost 24 hours before, signed an agreement on the sale of Olainfarm shares with BHM Group company Black Duck Invest.

Rubenis emphasized that Beļeviča had not received a mandate to sell shares to Black Duck Invest, as it was not in line with the will of Valērijs Maligins' co-heirs. "The violations of the law and offers incompatible with the interests of the shareholders were the exact reason why the co-heirs unanimously agreed to dismiss Beļeviča, and Beļeviča was informed about it on April 26. Beļeviča is currently trying to hide this fact," Rubenis said.

He said that the further actions of Black Duck Invest and Beļeviča, "signing a half-finished, incomplete and erroneous contract-like document alone under the cover of night", clearly show that Beļeviča, who had lost her mandate, was trying to use the last hours when her resignation was not publicly registered.

"Not only was the late hour - when the dismissed Beļeviča signed the contract - inappropriate for a transaction of this scale, but also the fact that the Czech side signed a completely different document the next day. The notary has confirmed the signature of the representative of the Czech company, and the time stamp says that it happened on April 27," Rubenis explained.

He stated that Black Duck Invest was trying to base its ownership of Olainfarm shares by submitting two different copies of the agreement, with Beļeviča's signatures on one and Black Duck Invest's signatures on the other. In addition, the two different documents were signed on April 27, when Beļeviča no longer had a legal relationship with Olmafarm, as her term as a member of the board had expired on April 26.

"These actions of the 'midnight investor' Black Duck Invest and Beļeviča in trying to defraud the shares of Olainfarm are a shocking example of an unlawful takeover of a company. Therefore, I am all the more surprised by their complaints about law enforcement agencies and attacks on the rule of law in Latvia," Rubenis said.

He informed that the June 2 application of Black Duck Invest to the Vidzeme Suburb Court of Riga City against the possible defendant Olmafarm for securing the claim before filing the claim was rejected by the decision of the June 3 Vidzeme Suburb Court of Riga City. In its turn, about the June 10 side complaint by Black Duck Invest against the said decision in the Riga Regional Court, on June 29, the Riga Regional Court refused to initiate appeal proceedings.

Rubenis said that the second lost lawsuit is the June 3 application of Black Duck Invest in a court in the Czech Republic against the defendant Olmafarm. "The defendant has no information about the progress of the case, as it is understood that the Czech court has not made any decision for three months," Rubenis pointed out.

He informed that the third lost lawsuit is the June 21 application of Black Duck Invest to the Vidzeme Suburb Court of Riga City for securing a claim against Olmafarm in connection with the application submitted in the Czech Republic. This application was rejected by the decision of the Vidzeme Suburb Court of Riga City on June 28.

Meanwhile, the side complaint of Black Duck Invest of July 8 has been rejected by the decision of the Riga Regional Court of July 30, leaving the decision of the Vidzeme Suburb Court of the City of Riga unchanged.

Rubenis informed that the fourth case is Beļeviča's application of June 14 to the Economic Court against Olmafarm - the lawsuit was rejected by a court decision on June 28. Beļeviča submitted a side complaint to the Senate on July 8, but on August 18 the Senate decided to refuse to accept Beļeviča's side complaint against the decision of the Economic Court of June 28.

The fifth case is the application of Agris Auce, a minority shareholder of Olainfarm, to the Economic Court on June 15 against Olmafarm and several other defendants, which was rejected on June 28.

According to Rubenis, the sixth case lost by Black Duck Invest is the June 3 application of Olmafarm to the Riga City Pārdaugava Court for temporary protection before bringing an action against possible defendants Beļeviča and Black Duck Invest. The application for temporary protection has been satisfied with the decision of the Riga City Pārdaugava Court of June 11.

On July 15, the Riga City Pārdaugava Court examined Black Duck Invest's application for revocation of the applied temporary protection measures. By the decision of the Riga City Pārdaugava Court of July 19, the proceedings in Black Duck Invest's application for revocation of temporary protection measures were terminated due to the fact that Black Duck Invest is not entitled to submit an application for revocation of temporary protection measures applied before filing a claim. The decision cannot be appealed, the legal proceedings are over.

On July 28, Black Duck Invest repeatedly submitted an application for revocation of temporary protection measures, but on August 30, the Riga City Pārdaugava Court decided that the application of Black Duck Invest should be rejected. The decision can not be appealed.

According to Rubenis, the seventh case is the first application of Black Duck Invest for securing a claim against Olmafarm, which was rejected by a court in the Czech Republic on June 11. By a decision of the Prague Municipal Court of June 28, Black Duck Invest's second application for securing the claim was also rejected.

The eighth case is the decision of the Prague Municipal Court that was appealed by Black Duck Invest to the Supreme Court of Prague on August 4. It follows from the ruling of the Supreme Court of Prague of August 4 that in examining the complaint of Black Duck Invest, the court declared it unfounded and that it should be rejected.