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Translation: Original published in Finnish on 10/2/2026 at 7:41 am EEST.
Within a week, Rite Ventures has increased its holding in Lemonsoft by 588,832 shares (approx. 3% of the share capital). Rite's ownership stake is now 64.33% and founder Kari Joki-Hollanti's stake is 26.17%, for a total of 90.5%. In addition, Lemonsoft holds 2.56% of the shares, leaving only around 6.9% in the hands of other shareholders. Therefore, if Rite and Joki-Hollanti were to transfer their holdings to the same company, the company could initiate a minority share redemption procedure. In our view, Rite's continued increase in its stake this year raises the likelihood that Lemonsoft will be bought out and delisted.
According to Chapter 18 of the Limited Liability Companies Act, a shareholder who holds more than 90% of a company's shares and votes can redeem minority shares. The company's own shares are excluded from the calculation, so Rite and Joki-Hollanti's combined ownership is around 92.9% from the perspective of the redemption. The limit would thus be clearly exceeded. However, the law requires a single redeemer to hold the majority. Shares held by two separate owners are not combined simply because they act together. In practice, this would mean transferring the shares of both companies to a joint company (BidCo).
The redemption price is determined through arbitration based on fair market value. While the market price is the starting point, it is not the upper limit. For instance, the Supreme Court confirmed a redemption price of EUR 21 for Ahlstrom-Munksjö last year, whereas the takeover bid price at the time was EUR 17.84. For Lemonsoft, the share price is not a reliable indicator due to the low trading volume. Additionally, the company's board of directors and its financial advisor deemed the offer consideration of EUR 4.67 in Rite's mandatory tender offer earlier in the year to be unreasonable, which would bolster the minority shareholders' claims in the arbitration proceedings. As a rule, the redeemer will also pay the costs and interest of the procedure. Therefore, we estimate that a voluntary tender offer at a premium could be a more attractive to shareholders than a contested redemption. The market value of the minority share at the current share price (EUR 4.76) is around 6.0 MEUR. At our target price of EUR 6.0, for example, it would be around 7.6 MEUR, meaning that, relative to Lemonsoft's total market value, an exceptionally large amount of euros would not need to be put on the table, even if the premium remained above our current target price.
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