J-Club prevails again in dispute with Nordian
J-Club and Nordian met in Court for the second time. After the Amsterdam Court had ordered Nordian to sign an SPA with J-Club founders Everts and Van Doorn, the Court now ordered Nordian to comply with its "reasonable efforts" obligation under the SPA to secure financing. Nordian was given "a final opportunity to comply with the SPA", the Court wrote in a summary proceedings decision rendered today. The decision can be found here.
J-Club offers retailers in 25 countries a concession concept for the in-store sale of fashion accessories. In spite of the challenges presented by the COVID-19 situation, its sales and EBITDA have grown significantly. J-Club was able to secure new contracts with Kruidvat and gas stations, adding over 1.200 new outlets to its portfolio.
In February 2020, Nordian had made a binding offer for J-Club. With its offer, it had submitted a Commitment Letter by Idinvest to provide "deal certainty". Under the Commitment Letter Idinvest agreed to finance the transaction. After the SPA was signed, Idinvest reneged on its commitment, alleging that Nordian had misrepresented J-Clubs financial position. According to Idinvest, Nordian had distanced itself from its own Base Case Model, which supported Idinvest's Commitment. Nordian then decided not to hold Idinvest to its commitment, but proposed a third party assessment of the Base Case Model. The Court found that Nordian should have done more to satisfy its reasonable efforts obligation. Although under the SPA Nordian had also agreed to try and obtain alternative financing if the Idinvest financing would be lost, it made no efforts whatsoever. When subsequently negotiations started with Rabobank at the initiative of the founding shareholders, Nordian negotiated "halfheartedly". The Court has now ordered Nordian to finally comply on forfeiture of a penalty of EUR 10 million plus EUR 100,000 per day.
The founders of J-Club were represented by Marieke Faber, David Viëtor and Paul Olden. The transaction team was headed by Jeroen Preller.