That’s 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?
A negative profit warning was issued when the invoice from the advisors hit the desk:rofl:
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Here is a fresh company report on Innofactor from Joni. 
Onni Bidco’s 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, Innofactor’s journey on the stock exchange will continue, as the 90% threshold required for a squeeze-out was not met. It’s refreshing that underpriced related-party maneuvering doesn’t always cross the finish line effortlessly.
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Go ahead then, reach into your pocket and buy from the offer side from those who want to sell
Baking poison pills definitely lowered Ensio’s points in this case. If a better offer isn’t acceptable, then what’s the reason behind it? I think I know the answer myself.
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What do you all think? Now that they didn’t 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 I’ve 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?
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Ensio’s had to go shopping. Still needs to keep buying to reach the 90% threshold.
It looks like the money from Innofactor has arrived in Nordnet. I guess the sale has gone through now?
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Nominee-registered shareholders own a bit over 10% of Innofactor..
It pretty much depends on that whether the 90% threshold is reached or not..
Well, that’s what happened:
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 Oy’s 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.
Espoo, 15 November 2024
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Joni’s comments regarding the recent news.
After this, it is our understanding that Onni Bidco intends to apply for Innofactor’s delisting from the Helsinki Stock Exchange.
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Joni and Sami discussed Innofactor.
The company will be delisted from the stock exchange in the coming months, and thus Inderes will cease its coverage of Innofactor’s 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
Here is the final coverage report.
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Well, today a registered letter arrived by mail, explaining the situation of Innofactor and Onni bidco and offering an opportunity to submit a written statement to the redemption board.
How much time is given to provide a written statement? So, the date is of interest.
By the end of the month, if there is interest. It’s quiet in the thread, others have probably already sold their shares… 
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That’s exactly right. I, for one, sold my shares when it was practically clear that no higher offer was coming. Cash in hand and into other investments.
A few times a tender offer has hit shares in my own portfolio, but now I’ve stayed on the sidelines out of curiosity to follow the situation.
What happens next in practice:
- Are unwilling sellers forced to give up their shares in arbitration? If yes, do these last owners get the same as others or more?
- Will buyers succeed in buying shares from the stock exchange or directly from the remaining owners, and at what price?
- Or will the current owners be left with a small minority stake in an unlisted public company forever, or until they agree to sell?
- The acquirer posts security approved by the arbitration court and in return acquires ownership of all remaining shares. The remaining shareholders receive a price for the shares determined by the arbitration court, which is fundamentally the same as the price used in the tender offer. In addition to this, the remaining shareholders receive interest, which is currently 6.5%. Interest is paid starting from the day when 3 weeks have passed since the submission of the squeeze-out procedure application and until the acquirer has paid the remaining shareholders the price determined by the arbitration court. It is, however, possible to appeal the arbitration court’s decision, and in the worst case, the process can take years. This is indeed taken into account when calculating the amount of sufficient security.
- The acquirer usually reserves the right to buy shares from the stock exchange, but easily, at least in companies with lower trading volumes, the share price is higher than the price in the tender offer, so the acquirer does not buy shares from the stock exchange.
- No, they don’t remain. By owning over 90% of the shares, you “are forced” to acquire the rest as well.
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That’s how it is: the shares were sold at the offer price, and the increased offer coming in depended on the price doubling, as Ensio had drawn up such a document. But indeed, one can get a really good return from them if one waits for redemption. Of course, then the capital is tied up in the asset.
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In arbitration, the rest will receive at least €1.68 per share, but the arbitral tribunal may order an even higher price, such as €1.86.
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Was it clear when the redemption matter will be finalized? I also received a letter, but after a quick read-through, I don’t remember.