Shares in Swedish workplace health company Aino Health AB surged more than 52% on Tuesday after a Finnish-led consortium announced a public takeover offer.
The consortium offered shareholders SEK 0.20 per share in cash. This represents a premium of 56.25% compared with Aino Health’s closing share price on Monday.
Aino Health shares later closed at SEK 0.194, up approximately 51.56% during the session.
Takeover Offer Values Aino Health at SEK 40.91 Million
The proposed offer values all outstanding shares in Aino Health at approximately SEK 40.91 million.
The calculation is based on the company’s 204,569,103 outstanding shares. However, members of the consortium already own or control a significant portion of the business.
As a result, the total value of the shares not currently controlled by the consortium is approximately SEK 21.16 million.
Finnish Consortium Already Controls 48.27% of Aino Health
The consortium includes Nexit III Ky, Tenendum Oy, Marc Josefsson, Schrey Invest Oy, Finnish Stars AB, Takomo Solutions Oy, Kalksten Finance Oy and Petri Tuutti.
Together, the investors currently control approximately 48.27% of Aino Health’s shares and voting rights.
Nexit III owns 59,249,330 shares, while Tenendum holds 39,499,554 shares. Both investors plan to transfer their existing holdings to HealthCo once the transaction is completed.
Offer Includes a Significant Premium
The SEK 0.20 per-share offer represents a substantial premium compared with Aino Health’s recent trading prices.
In addition to the 56.25% premium over Monday’s closing price, the offer is approximately 58.18% above the company’s volume-weighted average share price during the previous 30 trading days.
It also represents a premium of approximately 53.32% compared with Aino Health’s 90-day volume-weighted average price of around SEK 0.130 per share.
The size of the premium helped drive the sharp increase in Aino Health shares following the announcement.
HealthCo Seeks More Than 90% Ownership
Completion of the takeover depends on several conditions.
Most importantly, the offer must receive enough shareholder support for HealthCo to own more than 90% of Aino Health’s shares on a fully diluted basis.
The transaction also requires all necessary regulatory approvals. These approvals must be obtained under terms considered acceptable by the offeror.
The acceptance period is expected to begin around July 1 and continue until approximately August 10.
Aino Health Board Recommends Accepting the Offer
Aino Health’s independent bid committee unanimously recommended that shareholders accept the takeover offer.
However, Chief Executive Officer Jyrki Eklund and Chief Financial Officer Jochen Saxelin did not participate in preparing the committee’s official statement.
The committee also requested an independent fairness opinion from Sedermera Corporate Finance AB.
Sedermera concluded that the SEK 0.20-per-share offer is fair from a financial perspective.
The advisory firm received a fixed fee for its work. The payment does not depend on the value of the takeover bid, the shareholder acceptance rate or whether the transaction is completed.
HealthCo Does Not Plan Major Operational Changes
HealthCo said it does not currently plan to make significant changes to Aino Health’s operating locations, management structure or workforce.
The consortium also stated that it does not intend to make material changes to employees’ existing terms of employment.
However, HealthCo plans to change the composition of Aino Health’s board of directors after the takeover is completed.
Offer Document Expected on June 30
A formal offer document containing the complete terms and conditions of the proposed takeover is expected to be published on or around June 30.
Shareholders will then have access to further details before deciding whether to accept the cash offer.
