Dutch court dismisses Corendon claim against Sunweb

The Court of Amsterdam (Rechtbank Amsterdam) has provisionally ruled in favour of the Sunweb Group’s decision to terminate its EUR146 million euros (USD176 million) acquisition of Corendon Dutch Airlines (CD, Amsterdam Schiphol). Corendon’s claim against Sunweb relating to the cancelled takeover was dismissed in preliminary relief proceedings by the court’s preliminary civil relief judge (“voorzieningenrechter”), HC Hoogeveen, assisted by registrar M. Veraart, on December 7, 2020. “The judgment of the court is only a provisional decision. The question of whether the conditions for the deal have been met or not will ultimately have to be decided in full legal proceedings on the merits. Sunweb Group is confident about its legal position in such proceedings,” Sunweb Group Chief Executive Officer, Mattijs ten Brink, commented in a statement. This followed a hearing on November 23, 2020, at which Corendon Airlines had filed a summons against the Sunweb Group for terminating a Sales Purchase Agreement (SPA) concluded on June 3, 2020, for the acquisition of Corendon after it became clear that requirements to complete the transaction would not be concluded by the long-stop date. According to the cancelled SPA, Sunweb parent Sunscreen was to have acquired shares in Corendon Holding for EUR146 million. The purchase price and transaction costs were to be financed by an additional investment of EUR47 million (USD57 million) from the shareholders of Sunscreen (the parent of Subweb), a loan of EUR90 million (USD109 million) from external financiers, and an investment of EUR15 million (USD18.1 million) from the four (indirect) shareholders of Corendon Holidays, who would have acquired shares in Sunscreen for that amount, court documents revealed. The signed agreement had comprised the acquisition of Corendon’s tour operating activities in the Netherlands and Belgium, the back-office in Turkey, and Corendon Dutch Airlines. It also included Corendon’s brands Karin’s Choice, Maris Life, Stip, and GOfun. The company’s airlines in Turkey and Malta and the hotels of Corendon Hotels & Resorts were not part of the acquisition. While it ruled against Corendon’s call for the takeover to go ahead immediately, the court concluded that it was “sufficiently plausible” that a full court hearing would reach a decision that the conditions for the SPA had indeed been met. However, the impact of the takeover would be far-reaching and possibly irreversible, hence the need for caution, the court said. The two companies should try to adapt the deal to the new situation, it said.