What happens if you don’t accept the current tender offer as a retail investor? Can the shares be squeezed out? If they aren’t squeezed out, selling will likely be difficult once the company is delisted? And how is the share price determined when there is no public trading?
Be glad that the decision is in your own hands. I personally cannot give a positive response to the tender offer in Mandatum. It hasn’t been possible to provide a response to that tender offer on their platform (Saxo’s service) for at least a week now. They have likely confused North Holdings 3 Oy’s withdrawal of the tender offer with Crayfish Bidco’s valid offer.
I made an inquiry about the matter last Tuesday, May 30th, to Mandatum’s customer service and I am still waiting for a response and for the issue to be corrected.
Luckily, there is still plenty of time until the tender offer deadline, so there is still hope for the matter to be resolved ; ).
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The buyer cannot forcibly redeem your shares if they do not achieve at least 90% ownership. If Herlin & Ehnroot do not want to sell, then Triton cannot proceed with compulsory redemptions.
If the buyers acquire a significant enough ownership stake, they can certainly try to delist the company from the stock exchange (and thereby motivate retail investors to accept the tender offers). Your ownership does not disappear in that case either, but as you suspected, selling and price formation will be difficult.
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A small status update on the Caverion tender offer.
The acquisition will likely last until late autumn, as has been estimated. As a result, the Triton consortium is extending the offer period until 2 October 2023. During September, the company expects to receive approvals from the merger control authorities.
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The FCCA might be difficult.
The FCCA is investigating whether the acquisition significantly impedes effective competition in the Finnish market or an essential part thereof.
According to the FCCA’s preliminary review, the acquisition may result in harmful competitive effects in the markets for building automation projects as well as service and maintenance in Finland. According to the agency, market shares will become high, especially in North Karelia.
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I have copied Caverion’s latest press release below:
Caverion Corporation Investor News 27 July 2023 at 10.00 a.m. EEST
Caverion to implement a cleanroom for Semikron Danfoss in Germany
Caverion is designing and implementing an ISO 8 certified cleanroom for Semikron Danfoss in Flensburg, Germany. The power electronics manufacturer, Semikron Danfoss, is expanding its production area in Flensburg by 4,200 square metres. Caverion’s delivery includes the cleanroom ceiling and walls, along with electrical, automation, cooling, ventilation, fire suppression, and heating systems.
“Caverion has been our partner in facility management as well as in the implementation of installation projects for over 10 years,” says Owe Andersen, Head of Facility Management Central & Eastern Europe at Semikron Danfoss. “That is one reason why we trust Caverion in this demanding project.”
“The customer trusts our expertise in this time-critical delivery,” says Manfred Simmet, Head of Caverion’s Germany division. “The project’s implementation schedule of 9 months is ambitious but achievable.”
The project is scheduled for completion in the second quarter of 2024.
Read more about our cleanroom services (Puhdastila, joka täyttää vaativimmatkin tarpeet - Caverion)
https://www.inderes.fi/fi/tiedotteet/caverion-toteuttaa-puhdastilan-semikron-danfossille-saksassa
Caverion’s EPS (reported) fell from €0.09 to €0.03, while Inderes’ expectation was €0.12. That will be reflected in the share price today as well as in a lowering of recommendations.
Isn’t Triton’s tender offer still active (extended until Oct 2), so through that, there is a pretty good support level for the target price / share price. The recommendation was already “Reduce” and the target price was the offer consideration.
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It’s hard to see any further impact on the stock price at this point, given that a takeover bid is active. This affected the result and speaks volumes about how an unskilled and possibly self-serving board can become expensive: “EBITA: EUR 13.2 (21.4) million, or 2.1 (3.7) percent of revenue, which was impacted by a EUR 10.0 million cost reimbursement to the Bain Consortium.”
This refers to a cost reimbursement for a failed takeover bid.
Let’s put the board that earned this dubious distinction in the spotlight: Hallituksen jäsenet - Caverion
Edit: I corrected the quote from the earnings release; it now shows the Q2 result instead of the half-year figures.
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Here are Olli’s comments on this morning’s result. 
Caverion published its Q2 report on Thursday morning, which was slightly weaker than expected. Revenue exceeded expectations, but the operational result was slightly below our expectations. Reported figures were clearly below the comparison period due to a 10 MEUR expense reimbursement paid to the Bain consortium for the tender offer process during the quarter. The outlook and guidance remained unchanged on the growth side, even though there are currently many uncertainties in the market. Due to the tender offer for Caverion, the result does not have a major impact on the stock’s short-term movements.
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The tender offer for Caverion is progressing. Green light from the European Commission. However, the FCCA (Finnish Competition and Consumer Authority) approval is still pending, which may take longer, as has been discussed here. The offer period ends on October 2, 2023.
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Offer period extended until 1 November 2023.
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According to the announcement, Crayfish BidCo Oy’s direct ownership in Caverion will increase to 92,946,868 shares, which corresponds to 66.91 percent of Caverion’s total number of shares and votes. Triton V LuxCo 87 SARL’s indirect ownership in Caverion will increase to 92,946,868 shares, which corresponds to 66.91 percent of Caverion’s total number of shares and votes. The reported increase in ownership interest is based on share acquisitions, upon the completion of which Crayfish BidCo Oy’s direct ownership and Triton V LuxCo 87 SARL’s indirect ownership in Caverion will exceed the two-thirds threshold as provided in Chapter 9, Section 5 of the Securities Markets Act (AML), and these share acquisitions are expected to be completed on approximately October 31, 2023. Caverion has one series of shares and each share carries one vote. Caverion’s registered total number of shares of 138,920,092 has been used in calculating the percentages in the announcement.
I certainly would have liked to keep this in my portfolio
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Asking if anyone on the forum has experience with a similar situation: I missed the deadline for accepting the Caverion tender offer entirely due to my own carelessness. Are the practical options to sell on the stock exchange (at a small discount) or wait for compulsory redemption (which will likely take months)? A subsequent tender offer was made for Uponor, but for Caverion, I don’t think such a thing has been communicated?
It is very, very unlikely that the redemption price would be raised in a situation where several counter-bids were already made during the tender offer process, and even the company’s large professional principal owners ended up selling their shares. I myself see no reasons why the redemption price would be raised, as this is generally very rare.
But it is clear, of course, that if one sells the shares now, the interest accrued during the redemption procedure (reference rate according to the Interest Act + 3%) will not be received. Currently, that interest rate is 7.00% p.a. So, if the shares got “stuck” in the portfolio and there is no actual need for the money for a few months, then it is advisable to hold onto them.
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