I don’t think I understand your point. The money was already obtained from the convertible bond (VVK) holders back in 2023. The exception is Fitzroy’s 200 unpaid convertible bonds, which could not be converted into shares. For the holders of the convertible bonds, the announcement of this tender offer was very good. For 100,000 euros, they received 145,823 euros’ worth of shares and votes. That is a solid 45.8% return in just under three years. 215 of the 226 converted bonds were held by insiders. They aren’t pulling a fast one on themselves here.
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Now I understand, I was confusing things. I’ll take back my ramblings so they don’t muddy the waters.
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Here are Roni’s comments regarding the conversion of the majority of Tecnotree’s convertible bonds into shares as expected. 
The majority of Tecnotree’s convertible bondholders have converted their bonds into shares, which was expected following the accelerated conversion right that came with last week’s tender offer. At the same time, a flagging notification announced on Friday showed that Jorma Nieminen and his companies have increased their ownership in Tecnotree after the tender offer, which, together with Kyösti Kakkonen’s public statement, could in our view indicate challenges for the offeror in reaching the 90% threshold.
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As an addition, it occurred to me while writing about the offer’s market cap of 131 MEUR that I could add a note to this comment regarding the impact of the convertible bonds. Indeed, when the convertibles are converted into shares, they move to equity on the balance sheet. This has no cash impact, but it certainly affects net debt since the convertible bonds are no longer “debt.” The EV of the takeover bid is thus, based on Q3 figures, 131 + 6.2 MEUR (other interest-bearing debt) - 20.7 MEUR (cash equivalents) = ~116 MEUR. The cash flow yield at the lower end of the provided 2026 guidance also rounds to 4% when calculated this way.
In my opinion, the bidder must rely on the assumption that cash flow can be sustainably improved to a better level for this to be a good investment for them, considering the risk profile. Those who have followed Tecnotree know that the weakness in cash flow has largely been driven by working capital tie-up (receivables), and Helios could certainly bring more muscle to this, given their experience operating in Africa (which Tecnotree also has, of course).
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CAB Payments, a Helios company (which owns Crown Agents Bank), offers, as I understand it, services such as accounts receivable financing and currency liquidity. It could be assumed that risk management and cash flow repatriation will improve going forward.
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Helios is raising the stakes on other fronts as well. Today, it is raising its offer for CAB Payments by about 10%. It made the first takeover bid on January 24, which the board rejected. Perhaps there are some similarities here to the Tecnotree offer 
On the London Stock Exchange, it apparently requires 75% support. Looking at CAB’s share price, it has been quite difficult, but based on the latest earnings release, the metrics are trending upwards and it seems undervalued…
Edit: Also requires 90% in London. Delisting at 75%.
One could speculate that a larger entity is being orchestrated here. In both cases, it seems unlikely that the 90% threshold will be reached, and that may have already been factored into the calculations. But for a merger, a qualified majority decision (2/3) in Finland and 75% in England would suffice. CAB’s market cap is approximately 200 million.
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There have been quite a few new names among the major shareholders. Convertible bond subscriptions are not shown in this listing. If Nieminen has them, is the ownership stake even larger?
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These new major shareholders are Tecnotree executives who previously held virtually no shares. On January 20, 2026, 450,000 Tecnotree Corporation shares were transferred without consideration to Tecnotree employees. Change in Tecnotree Corporation’s treasury shares - Inderes
The distributed shares went to four Tecnotree executives. They represent an approximately 2.0% ownership stake after the increase in share count caused by all convertible notes.
200,000 shares Rashid Shahbaz Ahmad
100,000 shares Gawali Prasheel Vasant
100,000 shares Gill Himmat Singh
50,000 shares Gokul Kaustubha Mani
These reward recipients are not members of the Management Board, but they surpassed these Management Board members in share ownership: Leena Koskelainen, Biswajit Deva Sharma, Hitesh Morar. What were they rewarded for and what kind of commitment was required? I wonder if an agreement has already been made with them to accept the consortium’s offer? Something smells fishy.
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These are those real Tecnotree “Moments” Kaustubha Mani Gokul, familiar from the thread, has also received a modest ~285k€ additional reward.
It was no surprise that BVI-based “Luminos Sun Holding” is flagging in favor of this tender offer. It seems they stopped their long-standing sales in January. I guess I’ll have to hold onto my shares tooth and nail at this point, since Nieminen & co. are busy on the buy side.
A private investor who attended Tecnotree’s general meetings in 2022-23 claimed that a Finnish investor had tried to bid for Luminos Sun Holding’s stake around the same time ('22?). There was no willingness to sell a large block, but even during 2022-24, nearly 10 million worth of shares were steadily put on the market.
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@Maija_Vehvilainen, in Tecnotree’s board statement Statement by the Board of Directors of Tecnotree Corporation regarding the voluntary public cash tender offer made by Resilience Investment Holdings Ltd and recommended by the Board of Directors - Inderes, there are several points that require further clarification. Could the Kauppalehti editorial team contact the Tecnotree Board to clarify these points?
These are the questions I would ask the board myself, if given the opportunity:
- In the statement, you say that you have used the information presented in the draft offer document and have not independently verified it. Which 3–5 most critical matters have you nonetheless verified yourselves (e.g., financing, terms, schedule, plans)?
- What information or documents did you have at your disposal when you concluded that the offer is “fair” to shareholders – and which matters relied solely on the offeror’s verbal assertions?
- The statement notes that the offeror’s strategic plans are general in nature. How can you simultaneously state that the offer is not expected to have significant immediate effects on operations, assets, or personnel? What concrete information did you have regarding this?
- The offeror has stated it may change the board’s composition and assess a relocation of the domicile. Why does the board not consider these as material “effects” from a shareholder’s perspective already at the offer stage?
- On the date of the statement, you had not received the personnel representative’s statement regarding the effects on employment. Why was it missing, and when will shareholders be able to see it?
- If the personnel representative’s statement were critical, would it change the board’s recommendation – and if not, why would it not be essential information?
- In the statement, you estimate that the probability of an alternative bidder is low. What is this assessment based on: how many parties were contacted, in which countries, on what schedule, and with what material?
- Why did the board accept terms such as the no-shop clause in the combination agreement if you simultaneously claim that competition is unlikely to emerge? Doesn’t the no-shop clause weaken the shareholder’s chance of receiving a better offer?
- If a competing offer were to appear, what is the board’s practical operating model: by what criteria could you change the recommendation and how quickly?
- You refer to the “estimated average control premium for corporate acquisitions in Finland” and state it is favorable. What is the figure you used (average/median), from what timeframe, and with which peer group?
- The offer includes a high premium relative to preceding VWAP figures, but what is the board’s view of the company’s “fair value” based on cash flows or peers? Why is this value not disclosed more clearly to the owners?
- In the statement, you say the board has not given weight to the fact that two major stakeholders (Fitzroy and the CEO) are members of the consortium. What does this mean in practice: why was the possibility of a conflict of interest not “weighted” specifically in the evaluation of the process?
- How were disqualifications handled in practice: who was on the ad hoc committee, who participated in negotiations, who decided on pricing and the assessment of alternatives? Is there formal documentation (at the minutes level) of this?
- EY’s fairness opinion is attached, but it contains limitations (no independent verification, no recommendation to accept/reject, no assessment of alternative offers). Why does the board refer to the fairness opinion as key support if it does not actually demonstrate that the price is the best possible?
- The statement also mentions the EY network’s previous due diligence for the offeror and a “Chinese wall.” Why did the board not use another independent advisor or a second fairness opinion to ensure the image of independence was completely clear?
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Maija Vehviläinen KL article. Now let’s hope that in addition to Nieminen and Kakkonen, the rest of us major shareholders won’t give in at the €5.70 takeover price. And furthermore, that we get answers to the MoneyWalker questions.
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Could you or would you like to elaborate on your calculation in more detail? I haven’t done my own calculations on the average price of K2’s holdings.
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Whatever happens here, at least the direction and strategy for Tecnotree are known. Tecnotree is focusing its efforts on emerging markets and will somehow integrate with Helios’s other investment targets. This will certainly require product development and investment, mainly in Fintech applications. Free cash flow is not on the horizon for a few years. In the short term, the risk level will rise, but in the long term, the opportunities are interesting. Tecnotree’s services are used at some level by over a billion users. This doesn’t mean you can directly sell anything to over a billion people, but it shows how much of a touchpoint there is through customers (operators). In Africa, for example in Nigeria, the state is guiding citizens toward becoming digital wallet users, and since the beginning of this year, it has started restricting cash withdrawals and has also made them expensive. https://www.cbn.gov.ng/Out/2025/CCD/CIRCULAR%20ON%20REVISED%20CASH-RELATED%20POLICIES.pdf This opens an even stronger foothold for operators to handle banking services, as traditional banking services are available to only a few in Africa. For instance, major players like Ericsson and Amdocs offer their technology platforms (Ericsson market share 20% and around 100 million active users?), but operators or partner banks must arrange the banking licenses. https://www.f5.com/case-studies/ericsson-wallet-platform-drives-financial-inclusion-empowerment. As I understand it, CAB Investment has these licenses ready, which significantly eases the role of the operators. Crown Agents Bank awarded international money transfer operator licence from the Central Bank of Nigeria - Crown Agents Bank
The target size of the Helios V fund behind the Tecnotree takeover bid is approximately 750 million dollars, with the intention to invest in about 10–12 targets. Early Warning System). The only large investment I found was 100 million dollars last September into an Indian fintech firm. https://m2pfintech.com/
Regarding CAB Payments, Helios is also enabling (increased and modified the original offer) a share swap if the offer goes through. https://www.heliosinvestment.com/news/statement-re-possible-offer-for-cab-payments-holdings-plc
CAB’s market value is close to 250 million, and Helios originally held 45%, so buying it entirely with cash would be a fairly significant portion of the fund’s investments. Only about 5% of CAB’s owners are retail investors, with many institutions, so it could succeed through a share swap.
At Tecnotree, retail investors account for about 30%, which is high even by Finnish standards. I personally don’t believe a 90% cash offer will be achieved even by raising the offer. But as stated in the offer documents, a qualified majority (2/3) enables a merger/fusion, and in my opinion, this is what the consortium is seeking authorization for. A direct merger with, for example, CAB is perhaps unlikely because banking licenses are strictly regulated. Some kind of operational merger would be possible. Tecnotree is debt-free. It has 25 million in cash and 70 million in receivables. Cash flow is around 5 million. A strong foothold in the world’s fastest-growing markets. Personally, I hope Tecnotree remains listed (and also gets listed in London). The cash offer would have to double for me to consider selling my shares.
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Reflections on the takeover bid’s poker game and the “dam” of fundamentals
In my opinion, the Tecnotree takeover bid (€5.70) currently looks like a classic opportunistic “poker bluff.” Management and Helios know the cards and are trying to buy the pot just as the company’s operational turnaround is materializing. It is hard not to see a “strangle effect” here: the share price has possibly been kept low by emphasizing dilution and allowing payment terms to stretch, so that an exit path from the stock exchange would open up cheaply.
The formation of a blocking front (Kakkonen & Nieminen) is a critical countermove. If the 90% threshold is not reached, the buyers must either raise the offer significantly or accept the continuation of the company’s journey as a listed entity. In the latter scenario, the motivation for the share price to languish disappears: now that dilution is “baked in” through the CCD (Compulsorily Convertible Debenture) conversions, management will be forced to start optimizing cash flow and clearing receivables to restore trust.
Risks are still present. If the offer fails and global market sentiment weakens, the price could drift back while waiting for the fundamentals to materialize. However, Helios’s involvement suggests that an “insider” solution has finally been found for the payment difficulties in Africa. In the long run (5–7 years), the company’s value could be many times the current offer if the cash flow “dam” truly breaks. Now we will see whose poker face holds up in March. Personally, I am ready to see the cards through to the end. At the very least, any leftover shares will remain in the portfolio as a reminder of the dangers of risky investments.
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The company hasn’t exactly given investors much to cheer about. Employees, on the other hand, have been quite handsomely rewarded. Based on the share price history, it’s clear that hardly anyone is currently in the green on paper. Last autumn, the price even dipped near takeover bid levels, so this isn’t exactly a very uplifting situation. Personally, I intend to see this through to the end as well.
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The terms state that the consortium can purchase shares from the market during the tender offer. But we’re in a quiet period right now… Not very smart timing if they are serious about buying Or maybe Helios is using a nominee-registered account for the purchases. Volumes have definitely dropped significantly this week.
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I have been with the company since the last time they tried to take it private. I didn’t sell back then, and I won’t accept this offer either. I see the same “signs in the air”—they are trying to “screw out” retail investors before the company’s potential rise.
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Same here. It wasn’t allowed to go at 11 cents even though the company was in restructuring. Hoping for a significant increase this time as well, or for it to remain listed on the exchange.
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