The Court upholds Vithas' right to buy shares in the Juaneda clinic for more than 31 million euros

PalmThe Fifth Section of the Provincial Court of the Balearic Islands has upheld Vithas Sanidad's right to acquire shares in the Juaneda clinic on a preferential basis, in a ruling that strengthens its position within the healthcare group in the Islands. The judgment dismisses the appeals filed by various parties—including the Juaneda clinic itself and Grendon Investments—and ratifies the previous decision of the Commercial Court No. 2 of Palma, albeit with different legal reasoning. Specifically, the court recognizes that Vithas correctly exercised its preferential acquisition right over a total of 256,497 shares that had been acquired by Grendon Investments following a capital increase approved in 2022. Consequently, the ruling obliges Grendon to transfer these shares. It must also transfer any other shares it may obtain in future capital increases under the same conditions.

Change in the control and interpretation of the pact

The judges based their decision on the spirit of the shareholders' agreement signed in 2015 and on previous rulings regarding the same agreement. According to the court, this agreement included mechanisms to prevent changes in the company's control without respecting the rights of the shareholders. In this regard, the ruling considers that the agreement was not fulfilled, since a change in the controlling shareholder occurred without respecting Vithas's right to acquire the shares under the established conditions. It also concludes that the decision by one of the parties involved to capitalize debts—instead of collecting them—altered the balance established in the agreement and opened the door to a takeover that violated Vithas's rights. With this decision, the Juaneda clinic must cancel Grendon's registration as the holder of the affected shares and register Vithas as the new legitimate owner. However, the court has not imposed costs on either party, citing the legal complexity of the case and the fact that the ruling is based on arguments different from those of the first instance. The judgment includes a dissenting opinion from one of the judges, who believes that the appeals should have been upheld. According to this view, Vithas's main claim should have been dismissed and a possible compensation for damages considered. This judge points out that, in any case, the compensation could have reached 10 million euros for the lost opportunity to gain control of the company. The ruling is not final and may be appealed to the Supreme Court.