I had a decent position in Innofactor, but I sold them earlier after the price rose to 1.68 euros.
I get a perverse sense of enjoyment watching this from the sidelines
In my opinion, the 1.68 ⏠received for the share was okay, but not exactly a great price. Iâm not complaining, but Iâm not celebrating either.
Here is a screenshot from Inderesâ extensive report from 2021
So the âfair valueâ was 2.2 âŹ. Of course, interest rates have risen, but even that calculation already has WACCs and cost of capital around ~8%. The price was mainly weighed down by the (temporary?!) difficult market situation.
Itâs clear that the purchase price is no triumph for the shareholders, when the main owner and the private equity investor think they are getting a good deal by buying the company off the stock exchange at that 1.68 euros!
In my opinion, Innofactorâs share was more or less undervalued for as long as I owned it. The valuation was partly weighed down by Innofactorâs own performance and certainly partly by the CEO himself.
Then it was announced with a bang that they were leaving the stock exchange, and the CEO complained in the media about how the company isnât appreciated on the exchange and how it canât be developed for the long term, etc. â just strange complaining when it would have been a perfect time for some self-reflection!
Now the tender offer didnât go through right away, at least. Iâll gladly watch to see if some hold onto that 10+% stake and demand a higher price through block trades or something similar
Coincidentally, a profit warning was issued the day after the previous announcement, which was bad from Ensioâs perspective. It wasnât a slam dunk, even though he and CapMan thought so. It doesnât seem to have rattled shareholders, though, as trading volume has remained low. All in all, and as stated previously, this doesnât look good on the surface.
In a redemption procedure, nothing is actually offered; instead, an arbitral tribunal decides what is a fair redemption price for the remaining shareholders, and it can be higher than the price at which the actual tender offer was made. For example, in the cases of Ahola and Ahlstrom, the arbitral tribunal set a redemption price that was over 20% higher than the original tender offer.
Another point is that if Onni gets, say, 85% of the shares now, then in 9 months they could offer the remaining shareholders 3âŹ/share if they wanted to. If they make the offer before the 9-month moratorium expires, they would also have to pay 3⏠to those who have already accepted.
Thatâs how it goes. By the way, do you know exactly from when that 9-month period is calculated? Is it calculated from the start date of the actual offer (Innofactor 5.8.24), the end date of the subsequent offer period (Innofactor 3.10.24), or from somewhere in between?
Here is a fresh company report on Innofactor from Joni.
Onni Bidcoâs tender offer for Innofactor shares fell about 10% short of the over 90% target during the first offer period, which is why the company decided to extend its offer. Yesterday, the company also issued several other releases, the most significant of which was a negative profit warning regarding revenue and earnings, leading us to slightly lower our estimates. In our view, the offer is still good for shareholders from several perspectives, and we consider the completion of the tender offer to be very likely.
Whether expected or not, 84.62% was reached during the subsequent offer period. Consequently, Innofactorâs journey on the stock exchange will continue, as the 90% threshold required for a squeeze-out was not met. Itâs refreshing that underpriced related-party maneuvering doesnât always cross the finish line effortlessly.
Go ahead then, reach into your pocket and buy from the offer side from those who want to sell
Baking poison pills definitely lowered Ensioâs points in this case. If a better offer isnât acceptable, then whatâs the reason behind it? I think I know the answer myself.
What do you all think? Now that they didnât get 90% of the shares, will a similar wear-out tactic begin as we saw with Finnlines back in the day by Grimaldi? First, they could, for instance, stop dividend payments entirely or significantly lower the dividend? I already sold my shares back on July 22nd, but this is such a strange case overall that I have to follow it to the end. Another question Iâve been wondering: since Innofactor had received another takeover bid of 1.86 EUR in the spring, should the company have announced this via a stock exchange release, or does the board have the freedom to decide whether or not to inform the market about a received takeover bid?
Onni Bidco Oy has, through trades executed on 15 November 2024, acquired a total of 3,648,829 shares in Innofactor Plc. Onni Bidco Oy and the broker who executed the share trades have agreed that the shares now purchased will be delivered with delayed settlement, such that the settlement is estimated to take place by approximately 22 November 2024. Onni Bidco Oyâs ownership corresponds to 94.25% of the shares and votes in Innofactor Plc. Onni Bidco Oy intends to initiate, without undue delay, a redemption procedure in accordance with Chapter 18 of the Limited Liability Companies Act.
The company will be delisted from the stock exchange in the coming months, and thus Inderes will cease its coverage of Innofactorâs stock.
Topics:
00:00 Start
00:35 Recalling Innofactor coverage
02:18 Recent events at the company
03:36 Factors related to the offer price
05:48 Why was the accepted offer better?
07:30 Would you have done anything differently?
08:18 Changes when delisting from the stock exchange
10:10 Redemption process
11:33 Final words
A negative profit warning was issued when the invoice from the advisors hit the deskâ:rofl: