Ola Rollén indicted on insider trading unrelated to Hexagon, remains CEO

Mar 16, 2017 | Hot Topics

You know that this is news no company wants to release: Yesterday, Hexagon AB said that CEO Ola Rollén has been indicted by the Norwegian economic crime authority (Økokrim) on insider trading charges stemming from investments unrelated to Hexagon. The press release expresses the board of directors’ support for Mr. Rollén, who remains Hexagon’s President and CEO, and gave its own interpretation of the facts — which it expects will exonerate Mr. Rollén.

Earlier today, Hexagon held a conference call to explain how it came to this conclusion. Here I tried to lay out the facts as they were known back when this all started last fall. It’s a tale of what happened when, by which entity that Mr. Rollén had a share in, and who had what information. There’s not much new fact as far as I can tell, but you can see for yourself by following the link to presentation here.

Today was about a legal analysis — whether there’s any merit to the case the authorities are trying to make. Mr. Rollén says that he was trying to foster creation of an exciting new biometrics technology; preserve NEXT, the company and team that had developed it before it ran out of funding; and do it all at a time when an investment company he was part of didn’t yet completely exist. In the end. Mr. Rollén says, he didn’t make any money on the transaction and all significant information was known to the market as well as to Mr. Rollén and entities under his control.

Hexagon’s lawyers did an independent assessment of all of this against the backdrop of Norwegian, Swedish and EU laws that apply here and determined that

“1. The information possessed by Rollén when acquiring the NEXT shares did not qualify as inside information.
2. If the information possessed is nevertheless held to qualify as inside information, then this amounted to GB’s own plans and decisions only. Therefore the acquisition of the NEXT shares was not a misuse of inside information.
3. GB’s purchase of shares was under no circumstances motivated by information received from NEXT but rather based on Rollén’s independent analysis. Thus, there was no misuse of inside information.”

[GB is Greenbridge, the investment company that was only incorporated and fully operational in January 2016. All of the actions in this muddle relate to the period when Mr. Rollén’s family stock portfolio company bought shares that it later transferred to Greenbridge at cost. — Ed.]

 

Clearly, we’re missing the perspective of the authorities who brought the indictment. According to a Reuters report, Senior Public Prosecutor Marianne Bender said “We are convinced that Ola Rollen has done the things he’s now charged with, and that we can prove it in court.”

Speaking of court, Mr. Rollén’s personal attorney said there was no detailed timetable for next steps but that it seems likely that a court date will be set for the fall of 2017; Mr. Rollén says he expects his involvement to be a “few days, tops”.

So where does this leave us? Mr. Rollén says he plans to “devote full attention” to running Hexagon, including acquisitions and product launches. Even so, this has to be distracting for Mr. Rollén and his immediate team — but Hexagon is set up as a holding company, with each division’s day-to-day operations managed independently, so nothing should change at that level.  As Gun Nilsson, Vice Chairman of the Board said, “At Hexagon, it’s business as usual.”

It was only tangentially referred to in the call but, yes, the MSC acquisition is still on. In fact, US regulators declined to review the deal a few weeks ago, which is their way of signaling approval of the deal.