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. Itâs quiet in the thread, others have probably already sold their shares⊠
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Thatâs 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 Iâve 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 courtâs 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 donât remain. By owning over 90% of the shares, you âare forcedâ to acquire the rest as well.
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Thatâs 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 âŹ1.68 per share, but the arbitral tribunal may order an even higher price, such as âŹ1.86.
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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 donât remember.
Buying Innofactor from the stock exchange left a bit of a sour taste in my mouth.
Usually, I wish all Finnish listed companies well, but a little schadenfreude came over me when I glanced at the report. Revenue is decreasing and the result is weak.
I got pretty good money from this in connection with the tender offer 
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Risto Linturiâs Facebook post:(Bolding mine)
"A long stint has concluded. Thanks to Sami Ensio for excellent cooperation, which will continue at least as a friendship. I stepped down from Innofactorâs board now that Innofactor, with its new owners, gained the desired freedom from the shackles of the stock exchange. I agree with Sami that operating as a listed company causes various burdens for both the board and other management, and I couldnât appreciate the absurd nitpicking about whether something is reported in the late evening or early morning, and numerous other seemingly completely irrelevant observations with which the stock exchange directs boards to focus on formalities instead of their actual work, which truly cannot have any impact on investors.
Innofactor was founded within the shell of a company that Microsoft importer Mikrolinkâs Timo Havulinna and Peter Burman had acquired and initially partially, and finally entirely, sold to R. Linturi Oy and Mikko SetĂ€lĂ€ for the import of Windows applications. Previous business areas included, among others, a horse breeding farm. I was the chairman of the board of that company starting in 1985. The Windows application import business was sold, and the company changed its name from Simul Oy to Yritysmikrot Oy, with publishing as its line of business.
As other interests took over, the publishing activities ceased. The most recent book published by Yritysmikrot was Sata ilmiötĂ€ 2000-2020, which I co-wrote with Ilkka Hannula. A kind of launch for a futuristâs career, of which 7,000 copies were printed and sold. The most significant impact was likely from the Yritysmikrot magazine, which for a few years around the turn of the 1980s and 1990s highlighted the challenges of microcomputer networks and system work related to microcomputers.
But in 2000, the companyâs name changed to Innofactor Oy, and Sami Ensio took the reins; my spouse Kaija and I remained board members after I had been the chairman of the board of that company for 15 years. My new board role continued until the reverse listing in December 2010, and then again during a difficult period for the company from spring 2018 until today. This forms a path of over 30 years, which thus ended today. A great and multifaceted journey. Good luck to Innofactor, which now operates across all Nordic countries."
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Innofactorâs undisputed share of âŹ1.68 arrived in the account yesterday. The entire process is not yet over; the trusted man demands disclosure of competing offers and related documents, which are reportedly lost, but might be found if the arbitration court orders their publication. Oral hearing in June. Itâs pretty much 50/50 whether the redemption price will be âŹ1.68 or âŹ1.86; a lot depends on whether the documents are found and what they say.
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The interest also arrived. In Nordnet, the interest was paid a day later than the undisputed portion of 1.68 EUR/share.
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