Arūnas Laurinaitis, the former president of Achema Group, who wants to acquire a controlling stake in Achema Group, assures that his preemptive period as one of the minority shareholders has not yet started. According to the businessman, since „Achema“ is included in the list of strategic companies, the right of first refusal starts only after approval of the possibility of the sale by the Governmental Commission for the Examination of Transactions in Strategic Enterprises and the Competition Council.

„From the end of April when she (Lubienė – ELTA) announced that she was selling, it would have been 2 months in June. And then she apparently started working with another potential buyer. To my knowledge, 6-7 months have passed since then. But no contract negotiations have yet taken place. (...) They have not yet approached the Commission, they have not approached the Competition Council, they have not come to the negotiation of the share contract. That's 2 months, they haven't started yet," Laurinaitis said in an interview with "Verslo žinios".

„Achema“ is included in the list of strategic companies. According to the requirements, a potential buyer, together with the seller, has to apply to the Commission of Strategic Enterprises under the Government. And it has to examine and say whether the buyer meets the requirements," he said.

On Thursday, Gintaras Balčiūnas, a lawyer and a representative of the largest shareholder of Achema, told Elta that the deadline for Laurinaitis to exercise his pre-emptive rights had expired, as the period for exercising the right had expired within 2 months.

The former „Achema“ president stressed that the Competition Council takes up to 9 months to deliberate on the clearance of such transactions, and that if the right of first refusal were applied differently, the shareholders would not be able to exercise it.

As Mr Laurinaitis explains, in this case the 2-month pre-emption period would only apply once the transaction has been agreed with Ms Lubienė. Then, he said, both parties would have to apply to the authorities together within this period.

„If they agree to the sale, we will agree on how the sale process works. From then on, 2 months will be triggered. The seller has to go to the commission together with the buyer“, – he said.

„By right everyone else is behind me. Unless I have first bought or refused to buy the shares, nobody can officially have any agreements“, – assured A. Laurinaitis.

L. Lubienė asked to pay the money before the contract was signed

In addition, Mr Laurinaitis maintains his position that Ms Lubienė did not communicate properly with him, did not respond to written proposals and did not communicate by telephone. According to him, instead of agreeing to enter into negotiations on the sale of the shares, Ms Lubienė simply offered to pay for the shares, without any guarantee that the shares would go to Mr Laurinaitis.

„In order to speed up the negotiations, I telephoned the sellers to find out where they were having difficulties if they did not reply in writing. However, these conversations ended in nothing. When it became clear that nothing was happening, I sent the share purchase and sale negotiation agreement for signature. When I got nothing, I arranged a signing at the notary's office, where she did not show up," Laurinaitis commented.

„Instead, I was instructed in her correspondence to pay the money without a contract, without an audit, without any guarantees. Just a request to pay money to fit 2 months.“  – he wondered.

According to the businessman, there was also a feeling of resistance from the majority shareholder to an audit that would assess the performance of the companies.

„Negotiations with the sellers have not yet started because they have made an offer to sell and I have accepted an offer to buy. And from then on I proposed to start an audit to check how the companies are doing, what is happening. However, I did not get that authorisation. I was told, first, that there was no information, then that as a shareholder I should have it, and finally that it was classified," Laurinaitis said.

„But then it turned out that the groups that are not shareholders had received such information“, – he added.

Financing for the share purchase will be provided by 4 financial companies, up to 5 individuals

A. Laurinaitis disclosed that, if the purchase goes through, he will be the sole majority shareholder. At that time, he said, 3 banks, 1 fund and up to 5 natural persons will contribute to the financing of the EUR 302.8 million acquisition.

„The financing has been approved and agreed in several parts. It will be contributed by 2 Lithuanian and 1 Western bank and 1 Western fund. (...) It is planned that up to 5 individuals will provide financing and loans for the acquisition of the shares," Laurinaitis said.

„Those financiers would be from industry. They have an understanding, so it is easy to talk to them," he said. 

On Thursday, Mr Laurinaitis confirmed that the individuals contributing to the share purchase would be &bdash;&bdash;Lithuanian businessmen of good repute“.

As ELTA previously reported, on Thursday Mr Laurinaitis announced that he would seek to acquire a controlling stake in Achema Group. He disclosed that the value of the controlling stake is EUR 302.7 million.

„Achemos“ shareholder also announced that he has filed a lawsuit in court for the right of first refusal to acquire the shares held by L. Lubienė and Viktorija Lubytė. He claimed that he had taken this decision because of the strange behaviour of the shareholders. According to him, they had ignored the rights of the existing shareholders and refused to communicate when they made the initial offer.

L. Lubienė, wife of Bronislovas Lubys, a signatory of the Act of Independence, and her daughter Viktorija Lubytė own a controlling stake in the Group of about 52%.

A. Laurinaitis said that he and his partners currently own 4.6% of the company.

He explained that one of the objectives of the purchase was to keep the company Lithuanian-owned. Laurinaitis disclosed that he is making the purchase together with several „reputable“ Lithuanian businessmen.