RE: Buyout Price10 May 2026 19:08
The three scenarios for EMH's 49%
CEZ exercises its deadlock buyout right. This is a contractual call option. CEZ notifies, market value gets determined (mechanism not public — likely independent expert), EMH shareholders vote. No third party can inject themselves. The only "competition" is EMH shareholders rejecting the price as inadequate, which is rejection, not a bid.
EMH decides to sell its 49% voluntarily. Here the SHA's transfer restrictions kick in. The terms aren't public, but a 51/49 JV of this type virtually always has either a ROFR or ROFO clause. With a ROFR, EMH would have to find a third-party buyer first, then offer CEZ the right to match. So in theory you could see something that looks like a bidding war — third party bids X, CEZ matches at X, third party comes back at X+1, etc. But ROFRs are specifically designed to prevent that. Most sophisticated third parties won't bother spending due diligence money knowing CEZ can just match at the end and walk away with the asset. I'm uncertain whether the SHA actually has a ROFR vs ROFO vs neither — the public disclosures don't specify.
CEZ and EMH negotiate a buyout bilaterally outside the deadlock mechanism. Pure private negotiation. A third party has zero role.