Enea Bid for Bogdanka Gets Boost After Shareholder Vote

  • Miner votes against plan to cap rights of new shareholders
  • Enea utility plans to extend deadline in $399 million bid

Shareholders of Lubelski Wegiel Bogdanka SA, Poland’s biggest privately-owned coal miner, rejected a change in the company’s bylaws which could have scuppered a 1.48 billion zloty ($399 million) takeover bid by state-controlled utility Enea SA.

Bogdanka owners rebuffed an amendment proposed by the supervisory board to cap voting rights of new shareholders at 10 percent at a meeting on Thursday, the miner said in a regulatory statement. Poland’s fourth-largest utility, which is Bogdanka’s main client, bid to get a 66 percent stake in the miner in a public tender. The offer will be effective if Enea gets at least a 50 percent stake.

“We view today’s decision as very positive,” Enea’s Chief Financial Officer Dalida Gepfert said in an e-mailed statement. “It shows that we’re the best investor for the miner and we can ensure its development in very difficult circumstances for the industry.”

The utility plans to ask the antitrust regulator to resume proceedings to approve the takeover and it plans to extend the deadline for the offer, which was supposed to end on Friday, Enea said in a statement. The result of the vote is in line with the recommendation of the miner’s management board, which said that the bid price reflects fair value and the takeover is in the company’s interest.

Some shareholders proposed adjourning today’s voting. That motion was also rejected. “We wanted to give more time for the improvement of Enea’s bid, possibly broadening it to all Bogdanka shares,” Grzegorz Zubrzycki, chief investment officer at PTE Allianz Polska SA pension fund, said by e-mail. “Now pension funds don’t have any weapon to fight for changing bidding terms.”

Bogdanka shares reversed losses and jumped 3.9 percent to 62 zloty at 4:38 p.m. in Warsaw, the highest since Sept. 25. Enea was unchanged.

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