Shares in Aino Health AB climbed roughly 52% on Tuesday following the announcement of a public cash tender offer of SEK 0.20 per share from a consortium led by Finnish interests. The proposed price represents a 56.25% premium to Monday's closing price and caused an immediate market re-rating of the company's stock.
The offer places an aggregate valuation on all outstanding shares of approximately SEK 40.91 million, based on 204,569,103 shares outstanding. Of that total, the value of shares not already owned or controlled by the consortium is around SEK 21.16 million.
The group behind the bid comprises Nexit III Ky, Tenendum Oy, Marc Josefsson, Schrey Invest Oy, Finnish Stars AB, Takomo Solutions Oy, Kalksten Finance Oy and Petri Tuutti. Collectively, the consortium already holds about 48.27% of Aino Health's shares and votes.
Two of the consortium members, Nexit III and Tenendum, currently hold 59,249,330 and 39,499,554 shares respectively. The statement accompanying the offer specifies that both Nexit III and Tenendum will transfer their holdings to HealthCo if the offer completes.
The SEK 0.20 per-share bid also equates to a premium of approximately 58.18% relative to the 30-day volume-weighted average price prior to the announcement, and about 53.32% above the 90-day volume-weighted average price, which was approximately SEK 0.130.
Completion of the offer is conditional on two key elements. First, the offer must be accepted to the extent that HealthCo becomes the owner of more than 90% of Aino Health's shares on a fully diluted basis. Second, all required regulatory approvals must be obtained on terms acceptable to the offeror. The acceptance window is expected to open around July 1 and close approximately on August 10.
The independent bid committee of Aino Health's board reviewed the proposal and unanimously recommended that shareholders accept the offer. The company's chief executive, Jyrki Eklund, and chief financial officer, Jochen Saxelin, did not take part in preparing the committee's statement.
As part of its review process, the committee obtained a fairness opinion from Sedermera Corporate Finance AB. That firm concluded the offer "is fair from a financial perspective." Sedermera was paid a fixed fee for this assignment; the fee is not dependent on the size of the bid consideration, the degree of shareholder acceptance or whether the offer is ultimately completed.
HealthCo has stated that its current plans do not involve any material changes to Aino Health's locations of operations or to management and employees, including their terms of employment. The offeror did indicate, however, that it intends to alter the composition of Aino Health's board should the acquisition be completed.
An offer document detailing the proposal is expected to be published on or about June 30.
Key points
- The consortium's SEK 0.20 cash offer values Aino Health at about SEK 40.91 million based on 204,569,103 shares.
- The group already controls roughly 48.27% of shares and aims to increase ownership to more than 90% for completion; acceptance period expected July 1 to August 10.
- The independent bid committee unanimously recommended acceptance and obtained a fairness opinion concluding the offer is financially fair.
Risks and uncertainties
- Completion is conditional on achieving more than 90% ownership on a fully diluted basis - the outcome of shareholder acceptances is uncertain. (Markets and corporate governance sectors)
- The offer requires regulatory approvals on terms acceptable to the offeror - there is no guarantee of clearance. (Regulatory and financial sectors)
- The offeror intends to change the board composition after completion - governance and strategic direction could shift. (Corporate governance and healthcare services sectors)