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Court rejects CRH suit against Portland Valderrivas acquisition of UNILAND

21/12/2006

Court rejects CRH suit against Portland Valderrivas acquisition of UNILAND

Barcelona Mercantile Court no. 3 has rejected all claims by company CRH against the sale of UNILAND shares to Cementos Portland Valderrivas and awarded costs against the plaintiff.

The companies Sagarra Inversiones, S.L., Freixa Inversiones, S.L. and Wimec Aktiengesellschaft ZUG, all owned 100% by CRH and which together own 26.5% of UNILAND, claimed a right of first refusal on all the shares that were sold.

This decision is closely linked to the 26 June decision by the same court (case no. 126/2006) which rejected the claim by Corporación Uniland, S.A. against Sagarra Inversiones, S.L., Freixa Inversiones, S.L. and Wimec Aktiengesellschaft ZUG; that case was ongoing when FCC acquired the shares of Corporación Uniland, S.A. on 4 June.

The June case involved a petition to annul the acquisition by CRH through those portfolio companies,, in November and December 2005, of shares representing 21% of Corporación Uniland, S.A.'s capital; the claim alleged fraudulent circumvention of clause 8 of Uniland's articles of association, which establishes that the  company itself, followed by the other shareholders, have a pre-emptive acquisition right, since what had been sold were the portfolio companies; the court found that the indirect acquisition of the shares was legitimate since it was not prohibited in the articles.

In short, the two decisions establish that restrictions on share transfers do not apply when the transfers are between shareholders.

Cementos Portland Valderrivas acquired 51% of UNILAND in June, thus becoming Spain's largest cement group.

See court decision in PDF format (2,500KB)