Critter1
February 28, 2026, 10:37am
7960
MisterWiller:
If the buyer were indeed to back out because the 90% threshold isn’t met, then that drop in the share price would certainly be easy to understand. In the much more likely scenario where the tender offer is completed even if it falls below the squeeze-out threshold, the subsequent gradual decline of the share price is indeed harder to grasp/understand, but time probably does its job: dividend payments are also discontinued, earnings are kept artificially near zero, etc. One by one, shareholders eventually get tired of the company producing nothing. Musti is a very good example of this phenomenon. In the case of Musti, the buyer initially only gathered a bit over 40%, yet still completed the tender offer and started a subsequent offer period, where they practically doubled their ownership to just over 80%. After that, dividend payments were stopped, earnings are being engineered to zero (of course, with the saved money, more businesses have been bought and marketing has been increased, etc.). Not a single share has been bought from the exchange or otherwise since then. Over a couple of years, the price has gradually sunk from 26 euros to 18 euros, even though the company’s revenue/market share has clearly grown (also organically). This is just one example, even if they can’t otherwise be directly compared. Otherwise, I can’t think of a single example (at least in the last ten years that I’ve been more actively following these cases) where a tender offer was canceled because the 90% limit wasn’t met (excluding, of course, competitive situations between two different bidders, e.g., in Caverion). If anyone can think of such a case from history, please do share the information. On the other hand, I can recall several deals that fell below the 90% limit but were still completed normally, at least Finnlines, Cramo, Innofactor, and Musti. So, I personally consider the “risk” of the offer being canceled to be extremely small, but that clause is always there in those terms.
If you look at the Nordics, you only have to go back to November when a major tender offer for Bavarian Nordic fell through. In the tender offer, 250 DKK was offered; it didn’t go through, and a short while later, the price was 175 DKK.
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