A judgment of 28 July 2016 by the Central Netherlands District Court, ECLI:NL:RBMNE:2016:6138, concerned the sale of shares in two companies in which an Albert Heijn supermarket was operated. The dispute was about what exactly was included in the purchase/sale.
Shortly before finalization, the parent company of the sellers appears to be the lessor of one of the supermarket premises. They exercise the pre-emptive right to purchase. The buyers of the shares demanded that they receive the supermarket business space as part of the share purchase. The sellers argue that the pre-emptive right to purchase the supermarket business space does not rest with the companies that are the subject of the intended transaction. Moreover, the buyers had never inquired about the pre-emptive right and the sellers had never communicated anything about it. The preliminary relief judge therefore rejected the claim and ruled that the purchase must go ahead without the supermarket business space, so that people know what is and what is not included in the purchase/sale.
This judgment shows the importance of expert assistance in negotiating the takeover of supermarkets.
mr. AW Dolphijn – Franchise lawyer
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