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The liquidity of Tallink's shares on the stock exchange certainly does not meet the needs of larger investors, and if they wanted to exit the investment, it would be difficult for them to do so through the stock exchange, said Peter Priisalm, head of investments at Avaron Asset Management, about Infortar's plans for Tallink shareholders' voluntary takeover bid.
Infortar, an investment company owned by the majority shareholders of Tallink, wants to organize a voluntary takeover bid for Tallink's shareholders and has submitted an application to the Financial Supervisory Authority. The offer price is below the current market price of 0.61 euros per share.
Speaking to ERR about the background to the plan, Priisalm said that it seemed to correspond to comments made by Ain Hanschmidt, chairman of Infortar's board.
"Certainly, the liquidity of Tallink's share on the stock exchange does not meet the needs of the largest investors. Should there be investors here who would like to fully exit their investment, it would be very difficult for them to do so through the stock exchange, especially as the share register is public. If one of the larger investors were to sell, it would be all over the media in no time, because those share registers would be monitored," he said.
Priisalm said some other sectors have set an example for this move, such as the real estate sector, where some foreign investors have wanted to exit the investment and have done so clearly below the market price.
"Certainly, Infortar has seen an opportunity and has opportunistically put forward a takeover bid, which for the most part is of no interest to a local investor," he said.
However, according to him, what makes the offer exciting for other investors is that Infortar's stake is quite close to the 50 percent mark.
Infortar makes voluntary takeover offer to Tallink shareholders
"If somebody were to sell such a volume of shares that Infortar exceeds the 50 percent threshold, they would be subject to a mandatory takeover bid, and in that case, the price would be subject to completely different rules than the ones Infortar refers to in its prospectus as the three-year average price less the latest dividend payment," Priisalm pointed out.
He added that according to Estonian laws, one of the price criteria is also the equity value, which is much higher than the stock market price. This can make the situation interesting for other shareholders as well. However, Priisalm could not say how likely this was.
Gerli Kivisoo, a partner of the Ellex Raidla law firm which represents Infortar, said the company would not be obliged to make a mandatory takeover offer.
"Infortar's offer to Tallink's shareholders is a voluntary takeover bid, which means, among other things, that the price of the bid will be determined by the acquirer in accordance with its best judgment. If, as a result of the bid, Infortar were to acquire a controlling influence over Tallink, this would not lead to an obligation to launch a mandatory takeover bid," she said.
"In particular, the Securities Markets Act contains an exception under which a mandatory takeover bid does not have to be made if control is achieved in the course of a voluntary takeover bid for all shares made to all shareholders," Kivisoo added.
Share price drops shows panic
Priisalm said it is unlikely that classic asset management companies such as pension funds would be interested in this offer, as the price is unlikely to match investors' expectations.
"Usually these investors also have enough time, there is no need to go into the bidding right away," he added.
As of 11:09 a.m. on Monday morning, there were 1,009 transactions on the stock exchange with Tallink shares, and its price had fallen by 6.46 percent to 0.695 euros.
Priisalm said the decline may reflect a slight panic on the part of investors and possibly also an inadequate assessment of the situation.
"Nobody is forcing anyone to sell. Any takeover bid is generally supportive of the share price anyway. This means that the number of freely tradable shares will remain lower," he said. "I see no reason to sell shares after this news."
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