The Board of Directors of Oriflame Holding AG has set a meeting on September 30 for approval of the merger with Walnut Mergeco AG, a Swiss entity 100 percent owned by Walnut Bidco Plc.
Following the delisting of Oriflame on July 17, the Board has resolved to call the remaining shareholders to an Extraordinary General Shareholders’ Meeting for approval of the merger between Walnut Mergeco AG (as acquiring company) and Oriflame Holding AG (as acquired company). The merger proceedings will be carried out in accordance with Swiss law.
The remaining minority shareholders of Oriflame Holding AG (2.58 percent of the votes and capital) will receive compensation equal to the offer price of SEK 227, less dividends paid since August 15, 2019.
On May 22, five days after co-founder Jonas af Jochnick passed away, the af Jochnick family, through Walnut Bidco Plc, announced a public offer to the shareholders of Oriflame Holding AG to tender all shares in Oriflame to Walnut Bidco. The newly established company indirectly wholly owned by members of the founding families of Robert af Jochnick and Jonas af Jochnick, respectively, and certain closely related parties to them, controls shares representing 30.82 per cent of the capital and votes in the company.
Walnut Bidco launched the offer of SEK 227 in cash per Oriflame share. In June, the Independent Bid Committee of the Board of Directors of Oriflame Holding AG unanimously decided to recommend the shareholders of Oriflame to accept the offer.