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Absolent Group acquires SMK Sverige

Absolent Group AB (publ) has through its subsidiary Absolent AB acquired SMK Sverige AB in Skövde, Sweden. SMK is primarily a contract manufacturer of mechanical components with a turnover during 2017 of SEK 43 million. The purchase price amounted to SEK 13 million. Absolent has been the dominant customer for SMK. The transaction is strategically important among other things as it increases Absolent’s capacity and flexibility in its filter unit production.

Absolent Group is a global company group which, under the trademarks Absolent, Bristol and Filtermist, manufactures and sells air cleaning equipment for the cleaning of industrial process air within the machine tool business. Absolent Group had during 2017 more than 200 employees and a turnover of around SEK 490 million. The group has its head quarter in Lidköping, Sweden, and production facilities in Sweden, England and Germany and is active, directly or through distributors, in 50 countries around the globe. Absolent Group AB is listed at Nasdaq First North Stockholm.

Absolent Group was advised by HWF Advokater in the transaction.

The AGM season is starting

This years’ general meeting season is beginning in the weeks to follow! At HWF we have many years of experience in assisting public as well as private companies in their preparations for one of the most important happenings of the year; the annual general meeting (AGM). We monitor regulatory news and trends in the market and assist in the planning of the annual general meeting. With your needs as a starting point, we can assist with all the preparatory work for the annual general meeting or with certain parts of it. We assist in preparing the documentation for the annual general meeting – everything from checklists to notices and proposals for resolutions – and advise in all matters concerning the annual general meeting. We also advise in other matters in connection with general meetings, such as resolutions on, and implementation of, incentive programs. Further, we are regularly asked to act as chairman or secretary at the general meeting.

Axolot Solutions Holding listed on Nasdaq First North

Axolot Solutions Holding AB (publ) is a Swedish environmental engineering company providing systems for industrial water purification. The company’s patented AxoPur technology makes it possible to instantaneously purify and re-use contaminated water. Axolot Solutions will initially focus on water purification in pulp and paper industries, mining and minerals, refining and chemicals and towards companies with heavily contaminated waters.

Axolot Solutions Holding was listed on Nasdaq First North on 21 November 2018.

HWF Advokater has acted as legal adviser to Axolot Solutions Holding in connection with the listing on Nasdaq First North.

HEXPOL acquires 80% of MESGO Group

HEXPOL AB (publ) has acquired 80 percent of the shares in MESGO Group from the main owner Francesco Caldara and co-owners. MESGO Group is an industry leader in high performance elastomers and specializes in conventional rubber compounds and thermoplastics. MESGO Group has an annual sale of around EUR 100 million with around 180 employees in six state-of-the-art facilities in Italy, Poland and Turkey.

 

The acquisition price amounts to approximately EUR 168 million on a cash and debt free basis. HEXPOL has an option to acquire, and the Caldara family has an option to sell, the remaining shares in MESGO Group.

 

HEXPOL is a world-leading polymers group with strong global market positions in advanced polymer compounds (Compounding), gaskets for plate heat exchangers (Gaskets) and wheels made of plastic and rubber materials for forklifts and castor wheel applications (Wheels).

Customers are primarily system suppliers to the global automotive and engineering industry, the construction sector, the energy, oil and gas sector, medical equipment manufacturers and OEM manufacturers of plate heat exchangers and forklifts. The Group is organised in two business areas: HEXPOL Compounding and HEXPOL Engineered Products with 43 production units. The HEXPOL Group’s sales in 2017 amounted to around SEK 12 billion. The HEXPOL Group has approximately 4,400 employees in eleven countries. HEXPOL AB is listed on Nasdaq Stockholm Large Cap.

HEXPOL was advised by HWF Advokater in the transaction. Legal advisors in Italy were Gattai, Minoli, Agostinelli & Partners.

Rights issue of around MSEK 40.8 in Clemondo

Clemondo Group AB (publ) has during summer 2018 performed a rights issue of shares of around MSEK 40.8. The funds contributed to the company through the rights issue shall primarily be used for the financing of an action plan for ensuring offensive growth, strengthened marketing as well as efficiency and substantial cost savings.

Clemondo was established in 1957 and is a prominent player within formulated chemistry on the Nordic market offering a wide assortment of efficient and environmentally friendly cleaning products for automotive maintenance, industry, hygiene and private label. The group’s turnover in 2017 was around MSEK 300 with around 100 employees in Rörvik and Helsingborg, with the head office located in Helsingborg. The Clemondo share is traded at Nasdaq First North.

Clemondo was advised by HWF Advokater in connection with the rights issue.

Clemondo settles rental dispute

Clemondo Group AB (publ) was in 2017 sued in Eksjö tingsrätt by Aktiebolaget Sävsjö Industribyggnader, a wholly-owned subsidiary of Sävsjö municipality. The dispute mainly regarded the terms and conditions for a long term rental agreement for an industrial and warehouse building leased by Clemondo in Rörvik. In August 2018 the parties settled the case.

Clemondo was established in 1957 and is a prominent player within formulated chemistry on the Nordic market offering a wide assortment of efficient and environmentally friendly cleaning products for automotive maintenance, industry, hygiene and private label. The group’s turnover in 2017 was around MSEK 300 with around 100 employees in Rörvik and Helsingborg, with the head office located in Helsingborg. The Clemondo share is traded at Nasdaq First North.

Clemondo was represented by HWF Advokater in the matter.

Fasticon Kompetens Holding acquires STF Ingenjörsutbildning and BFAB

Fasticon Kompetens Holding AB, a company controlled by Byggmästare Anders J Ahlström Holding AB, has acquired the education company STF Ingenjörsutbildning AB and its subsidiary, BFAB. The purpose of the acquisition is primarily to expand Fasticon’s offering of expertise to include also training. The transaction is part of Fasticon’s strategic work to reach the goal of being the market leading competence operator for the entire real estate and community construction sector.

Fasticon was advised by HWF Advokater in this transaction.

Judgment of the Swedish Supreme Court on the right to severance pay on termination of distribution agreements

The Swedish Supreme Court has recently tried which period of notice should be considered reasonable upon the termination of a distribution agreement with a duration of 22 years, and whether the distributor is entitled to compensation for goodwill in terms of a severance pay.

The case concerned a claim for compensation from a distributor against a supplier, after the supplier terminated the distribution agreement. The claim was based on the fact that the supplier had given a six-month notice period which, according to the distributor, was too short. Furthermore, the distributor claimed severance pay for the goodwill that he had contributed to.

Regarding the question of a reasonable notice period, the Court found that in the case of long-term contractual relationships in the neighboring law-regulated areas, there are provisions which imply a six-month notice period. A rule of thumb should consequently be that the distributor is entitled to a six-month notice period when terminating a long-term distribution agreement which lacks an agreed period of notice. Circumstances in the individual case can, however, lead to the conclusion that another notice period should be considered fair. This may be the case if relevant trade customs indicate differently or if the distributor only has a limited need for protection. In the present case the Court held that the period of notice was to be considered fair.

Regarding the question of severance pay upon the termination of a distribution agreement, the Court held that the distributor has no expressed legal right thereto. However, the Court found that distributors may receive severance pay in analogy with the Commercial Agency Act or similar legislation. Such an analogous application should, the Court continued, only be considered when the distributor’s need for protection comes across as particularly strong. An example of such a situation is when the distributor holds a weak position in relation to the supplier. In the present case the Court concluded that there was no need for such protection, and severance pay was therefore not to be dispersed.

The verdict thus provides us with a notion as to which period of notice that should be considered fair when terminating a long-term distribution agreement, and clarifies that a six-month notice period, as a benchmark, shall be considered fair. Furthermore, the Court concludes that a potential right to severance pay only arises when the distributor’s need for protection in relation to the supplier comes across as particularly strong.