Russian printing houses of the Norwegian Amedia went to the state
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The Russian printing assets of the Norwegian holding Amedia, which left the country after the outbreak of hostilities in Ukraine, have been transferred to the management of the Federal Property Management Agency. We are talking about Prime Print printing houses in five cities. Initially, the enterprises were supposed to come under the control of the former editor-in-chief of Novaya Gazeta, Dmitry Muratov (recognized by the Ministry of Justice of the Russian Federation as a foreign agent) to support the work of independent media in Russia. Novaya Gazeta emphasized that the fate of the assets was “decided without taking into account the opinions of labor collectives and management.” Lawyers clarify that the manager can enter into transactions, make decisions on behalf of the owners, including the right to change the director, and see the risks of legal claims from Amedia.
According to decree President of September 18, published on the official portal of legal acts, Russian printing assets belonging to Amedia were transferred to temporary management of the Federal Property Management Agency:
- 3.6 million ordinary shares of Prime Print Moscow,
- 140 thousand shares of Prime Print Ekaterinburg,
- 700 thousand shares of Prime Print Novosibirsk, 6.8 thousand shares of Prime Print Chelyabinsk,
- and 56% “Prime Print Voronezh”.
After the outbreak of hostilities in Ukraine, Amedia announced its withdrawal from Russia. In April 2022, the holding reported, which transfers shareholder rights and management of Russian printing houses to the former chief editor of Novaya Gazeta, Dmitry Muratov. In particular, six printing houses were to come under the control of Mr. Muratov, four of which were owned by the media holding, and two “on the basis of joint ownership with minority shareholders.” Funds from the “possible future sale” will be used to support the work of independent media in Russia, Amedia clarified then.
“During this time, despite the difficult situation, we managed to save unique printing houses and their wonderful teams. We left half of the net profit at the disposal of the teams, which helped solve the social problems of employees. But the fate of the enterprises was decided without taking into account the opinions of labor collectives and management,” says in the statement “Novaya Gazeta”. Prime Print did not respond to Kommersant’s request.
At Prime Print, where Novaya Gazeta was published, they were preparing to transfer assets to management, but in the end “it was decided to nationalize the whole thing,” he said RBC Dmitry Muratov: “We, understanding that such an asset could not be retained, that it would be considered strategic, ideological, that Novaya Gazeta would not be allowed to own it, wanted it to be owned by those people who work at the enterprises that create printing products for them products.” According to him, the application for the deal was submitted to the Ministry of Digital Development and was under consideration by the legal commission. Mr. Muratov clarified that he no longer has any relationship with the Amedia holding.
Lawyers, however, clarify that there is no talk of nationalization yet.
The transfer of assets to temporary management by the Federal Property Management Agency means that now “it exercises the powers of the owner in relation to this property,” explains Delcredere lawyer Artem Kasumyan. Thus, adds NSP partner Aram Grigoryan, the manager can enter into transactions and make decisions on behalf of the owners, including the right to change the director.
The only limitation is that “the temporary manager does not have the right to dispose of the asset,” that is, he cannot sell it, clarifies Mr. Kasumyan. Within the framework of the current legal regulation, “the sale of an asset under temporary management is indeed impossible,” however, “the previous owner actually loses the opportunity to influence the company’s business and make a profit from it,” confirms Mr. Grigoryan.
At the same time, Aram Grigoryan notes, the presidential decree does not stipulate “to what extent the Federal Property Management Agency and the new management have the right to dispose of assets that are at the next corporate level,” that is, whether they can alienate property and subsidiaries. There is no direct ban, the lawyer emphasizes.
Also, the decree does not explain whether it is possible to further transfer the company to the management of another person, for example, a Russian investor.
According to Artem Kasumyan, the president can make a decision on this, and the Federal Property Management Agency has the right to nominate a new manager.
Lawyers see in the situation the risks of potential litigation with Amedia. Mr. Kasumyan clarifies that Russia and Norway have a bilateral investment treaty dated 1995: “It is possible that the Norwegian company will consider that the Russian Federation allowed the expropriation of its property and will begin investment arbitration.”
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