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Well, that was also my immediate question ... or rather "what does this mean to Arcam's future"
I don't know anything about Karl Lindblom, never heard about him, but still, he could be a "strong recruitment" ... let's assume that ...
1) Does this mean that Operations will remain in Mölndal and/or that GE do not have the intention to fully bring in the company into it's own operations - i.e. business as usual for a longer time
2) Karl has been promised a bright future within GE - just take care of Arcam in Mölndal for a couple of months for a start ...
I think I saw some GE forecasts of future needs of 3D machines in the magnitude of tenths of thousands ... The "cap" in the present facilities, part of an ~100 years old restored textile factory now used as a kind of "company hotel", is definitely below 200 p.a..
I'm pretty sure GE would not expand into new facilities in Sweden - possibly keep the Mölndal facility as R&D center and prototype factory for some time/years.
I'm also sure GE absolutely want 100% of Arcam under "own roof" ...
It raises questions ... It would be interesting to know what Karl has been told and promised
New date for Arcam Annual General Meeting
"Arcam AB hereby announces that the Annual General Meeting will take place on June 16, 2017.
Relevant documents will be available at the company’s address: Arcam AB (publ), Krokslätts Fabriker 27A, 431 37 Mölndal, and at the company’s website, www.arcamgroup.com, at the latest three weeks before the Annual General Meeting.
The Annual Report for 2016 will be published through Arcam’s website, www.arcamgroup.com in the beginning of April."
Why this postponement ... until more than 6 months after final bid date?
Could it be that GE plan to have acquired all shares, or at least more than 90%, by then ... and there will be no more Arcam Annual Meeting?
Minutes from extra ordinary meeting now published - a bi-lingual version:
http://www.arcamgroup.com/files/arcam-ab-publ-egm-protokoll.pdf
I was there in this only 35 minutes long meeting. The only really interesting parts were where Elliot's representative (a Swedish guy from Nordea representing both Elliot and The Liverpool Limited Partnership) made his comments - unfortunately hard to follow as there was problems with the microphones. That's why I had to wait for the minutes.
I think 9 § is most interesting and quite correctly taken to the minutes. Göran Malm's response is unfortunately not recorded. I cannot recall the wording, but I understood it as "vaguely positive ... ensuring ...". The reason why Göran's response is not recorded is either because it was not fully understandable or not in line with how GE want him/Arcam to act in this respect ... As it took 2 weeks to publish these short minutes I guess the minutes have been carefully "washed" by GE.
Agenda for extraordinary meeting ...
... with some editing after Google translate:
ARCAM
NOTICE OF EXTRAORDINARY GENERAL MEETING IN Arcam AB
2017-01-16 08:30
Shareholders of Arcam AB (publ), reg. No. 556539-5356, are hereby invited to the Extraordinary General Meeting 7 February 2017 kl. 16.00 Krokslätts Factories, local "Smithy", Krokslätts Factories 41 in Mölndal.
…..
Proposed agenda
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of voting list
4. Election of one or two minutes
5. Determination of whether the Meeting has been duly called
6. Adoption of the agenda
7. Determination of the number of Board
8. Determination of remuneration to the Board of directors
9. Election of directors
10. Adjournment
Issue 2 - Election of Chairman of the Meeting the Board of directors proposes that Olof Jisland from Vinge is elected chairman of the meeting.
Issue 7 - the number of directors,
GE Sweden Holdings AB proposes that the Board of the Company, for the period until the next Annual General Meeting shall amount to five ordinary members without deputies.
Issue 8 - Determination of remuneration to the Board
At the Annual General Meeting 2016 resolved that Board fees of SEK 1,320,000, of which SEK 330 000 shall be paid to the Chairman and 165 000 SEK each to the other members. Furthermore, the AGM decided in 2016 to SEK 25 000 per director shall be paid for committee work. It was also decided that the Directors can choose to fees paid by income or by invoice. In case the employer is not paid by Arcam, the same amount paid to the member so that payment options are cost neutral.
The shareholder GE Sweden Holdings AB proposes the following:
Board members who are employed by companies in the General Electric Company Group will not receive any remuneration. Fees resolved by the AGM 2016 shall be paid to the remaining and departing board members with a sum in proportion to the time they served as members since the Annual Meeting in 2016 until the date of the extraordinary general meeting on February 7, 2017. For the period until the next AGM, the remuneration paid to Board members who will continue as directors of the company by an amount proportional to the time they serve as directors until the end of the AGM in 2017 based on an annual fee of SEK 750 000 to the chairman and SEK 450 000 for each of the other members. Furthermore, 25 000 paid to each Board member and year for committee work.
The Company may, provided that it is cost neutral for the company, and after a written agreement between the Company and a board member owned corporation, allow the board fee billed the company of such Board Member's wholly-owned limited liability company (the invoiced fee shall in such cases be increased by an amount equivalent to the cost of statutory social charges and statutory value added tax).
Issue 9 - Election of Directors The shareholder GE Sweden Holdings AB proposes that Jan Olof Bruer, Henrik Hedlund, Anna Malm Bernsten, Malin Ruijsenaars and Joakim Westh dismissed as board members and that Carlos Härtel, Riccardo Procacci and Vandana Sriram elected as new Board Members until the end of the next AGM.
The shareholder GE Sweden Holdings AB therefore propose that the Board of Directors for the period until the next AGM shall be composed of Göran Malm (Chairman), Lars Bergström, Carlos Härtel, Riccardo Procacci and Vandana Sriram.
Other Information
The total number of shares and votes in the company is 20,746,585 at the time of issuing this notice, of which 20,546,585 are common shares and 200,000 are preferred shares, designated C shares, which are not listed. The Company holds 152 ordinary shares and all 200,000 preferred shares designated Series C shares.
Relevant documents for the AGM, including shareholder GE Sweden Holdings AB's complete proposals will be available on the company's address Arcam AB (publ), Krokslätts Factories 27A, 431 37 Mölndal, and on www.arcamgroup.com later than three weeks before the meeting and will be sent to shareholders who so request and who inform their address to the company. The shareholders are reminded of their right to request information pursuant to Chapter 7 § 32 first paragraph 1 of the Companies Act.
___________________
Mölndal in January 2017 Arcam AB (publ)
Extraordinary General Meeting on Feb 7 - the day before annual report.
Could be interesting to be there, but can still not make up my mind if I really should register and attend ...
Anybody that could give me a good reason!?
Desperate action?
On Friday at about 4 pm I was phoned by a lady from General Electric Sweden. I was at a rather busy situation so I asked her to call me an hour back later, which she promised to, but probably due to the late office hour not did.
The lady presented herself and asked for confirmation of my name and that I'm a holder of Arcam shares. There I unfortunately had to interrupt her, but I assume that she wanted to try to convince me to hand in my shares
Thanks for all good advice guys!
I'm relaying all response posts in mail to John's wife.
As I know that John's wife at least managed to get in to his computer my best advice so far is to carefully check out bookmarks in his browser(s) and stored e-mails.
Some help needed!
As some of you might remember I very sadly had to tell you about Investor123/John's passing on August 17.
As I also had private conversations with John for more than a year I eventually got in touch with his wife and promised her to give some advice on how to act with John's Arcam shares.
Now it turns out that John's wife has not a clue where the Arcam shares (or ADRs) are deposit - she can simply not find out.
I know that John also had some other "not mainstream" instruments and suspect that he used some kind of internet bank ... which usually not send plenty of paper statements.
If anyone of you could give some clues;
Which are the top 5 American Internet Banks a rather sophisticated "amateur trader" would use?
I'm Swedish and would answer Avanza or Nordnet for a "Swedish John" ... but which are the corresponding American institutes?
Not sure I fully understand your question,
but:
1) Any of "us" can of course withdraw until the bid period is over
2) "Irrevocable undertaking" may be possible to arrange in an agreement between seller and GE, and could then be regarded as a "side transaction", which i spoken about on page 41, II.14 Commentary:
"In cases where side transactions result in an adjustment of the terms and conditions of the offer, in accordance with the third paragraph, the offeror must, as soon as possible, publish the price and, where applicable, other terms and conditions of the side transactions and also disclose the new terms and conditions applicable to the offer."
I could imagine negotiation talks between GE and a seller like:
GE: Would you accept if we raise to 300? If so, couldn't you sell to us at 300 already now?
Seller: We promise to accept if you raise to 300, but we do not want to sell to you now ... for the case you do not complete the bid
GE: Okay, but let's then make a separate agreement on "irrevocable undertaking", and we can and will raise the bid to 300
Don't know if this makes sense as reply to your question ....
You seem to be right.
Worth to note is that parts of the 10.6% tendered in the first period might be withdrawn, may be not a significant part, but for sure a part. Both Avanza and Nordnet had some kind of "collection heats" for their customer's withdrawals.
Tomorrow we should see a new flagging from GE - ~27% or more?
GE should now have around 27% of Arcam shares in their own possession.
A flagging message should be due no later than Tuesday.
In addition to the approx. 27% there are around 20% agreed from the tender which adds up to 47%.
Today Morgan Stanley did so far only buy around 3000 shares ... probably not for GE.
May be there are 3+% more that GE is sure of and therewith convinced to reach the 50+% ...
Now confirmed ...
... that GE was yesterday's the buyer of almost 11%
ARCAM
Bidder GE PURCHASED SHARES IN THE MARKET - BN (NY) (Bloomberg)
2016-10-28 11:21
(Supplement: third paragraph)
STOCKHOLM (AFX) General Electric, which has made a bid for Arcam has bought shares in the company on the market.
It says GE spokesman Rick Kennedy in response to Bloomberg questions about the increase in volume of Arcam's shares on Thursday.
On Thursday, Morgan Stanley bought a net 2.25 million shares of Arcam, which represents about 11 percent of the share capital. Morgan Stanley, along with Handelsbanken, advisor to GE in terms of the bid for Arcam.
On Wednesday 27 October, GE raised its offer for Arcam to 300 kronor per share (previously 285 cents) and lowered the acceptance requirement of the bid to 75 percent.
Yes, disappointing, but what if ...
... GE get for example 55% and decide to be satisfied with that?
... which I think GE would.
There could be a free float of up to 35% and GE would be a strong majority owner.
What do yo think would happen to the SP short and long term?
Possible flagging messages in the coming days will also provide interesting information.
Today Morgan Stanley bought 10,05%
Full buying speed from 09.00 - 13.15 in Stockholm - MSI net bought 10,05% - then a sudden stop.
GE behind? - or, could the 10,05% be an indication of somebody else entering the arena?
There should be a flagging message soon - within 3 days I think the rule says!
Yes, sorry I was wrong …
… may be even a double fault there … very sorry for that.
I read the take-over rules briefly a few weeks ago and made some misinterpretations.
Only tendered shares are “protected” and the bidder actually can buy below the bid price – any purchase above would force the bid to be increased.
Anyway, I think it’s obvious that GE did not buy any Arcam shares before Sept 6. It’s also obvious that GE could not have bought any shares over the stock market until possibly last Friday when SP went down to 285 and below. The 1,7% increase must have come from “private deals” – most probably the “R” marked posts on Avanza one week ago.
I asked Avanza if the historical data for those deals would be retrievable, but unfortunately they are not. I know that the last one was exactly 50,000 shares, the others slightly higher – totally 3 or 4 of them and probably adding up to 3-400,000 – at least close to 1,7%.
Friday October 21 the total number of traded shares, in Stockholm, were 377,269 (~1,8 %), of which 288,943 (~1.4 %) were traded at SEK 285 or below. These shares were distributed between 16 different named buying brokers and at least one anonymous buyer (12,830 shares). Largest buyer was Morgan Stanley with 119,433 (~0.6 %) shares for 285 or less, and 25,801 shares above SEK 285.
I still doubt that GE is buying over the stock market – if they would, they would probably have constant buying orders at 285 in order to maximize the purchase.
I don't think they will know very much until after the bid expires. GE may be negotiating with/talking to certain major holders and get a rough indication, however, they cannot make any binding agreements unless they are made public.
For example AP1 with their 9% could change their mind and pull out from their accept.
Another example, Nordnet (a Swedish internet bank) now collects withdrawals that they will "deliver" mid next week. I guess most banks and brokers collect both withdrawals and accepts and report them at the end of the tender period. With my Swedish bank/broker Avanza I can, if I would have accepted, withdraw electronically till the last minute of the tender period.
Yes,
at least in principle according to the take over rules. That is valid 6 months prior to the bid and 6 months after the bid expires if GE bought the tendered shares - any bought share in that period of time below the final price shall be compensated up to the final price..
Note that GE only owns the shares they bought from Oppenheimer plus another approx. 1,7% they bought in 4-5 posts outside the stock exchange last week. GE know exactly, and it's registered, from whom they bought every share - all of them at exactly SEK 285.
I expect and am sure that GE strictly follow the rules.
I don't think GE buy a single share over the stock exchange. It would simply get to complicated as they would be obliged to keep track of all sellers for possible future settlements.
If they are totally firm on that they will not raise the bid they could possibly maintain a constant buying order at exactly SEK 285, but there was no sign of such a situation last week.
A possibility could be that somebody else vacuums the stock market below 285 and then sell "in bulk" to GE, however, that would have a strong smell of non-disclosed agreement which I doubt GE would enter.
By the way, I wonder if GE follow this page ....
Currency conversion change
USD/SEK Sept 6: 8.48/0.118
USD/SEK Oct 21: 8.89/0.1125
SEK is today ~4,9% cheaper which means that GE for the same amount of USD could offer 298 SEK per Arcam share
Welcome to the club!
Further poker game thoughts:
Do GE sacrifice SLM as an “Elliot trap”? Is this part of a clever plan B?
Elliot should by now have a heavy, and potentially heavier, minus on their 20% of SLM – a potential minus in Arcam as well if GE would walk away. Maybe Elliot could be happy to get out of Arcam with 285 + less % … just 285 will probably not be accepted by Elliot and plenty of others ... including me.
I still bet on a last-minute rise of the Arcam bid as I think GE dearly want 100% of Arcam
20-40% up on the bid wouldn’t be a problem for GE … just “peanuts”!
Is what we now see just part of a poker game?
Some thoughts:
Did GE expect everybody just to say hallelujah to their bids? No plan B - or is there one?
Will GE just walk away from SLM and Arcam because they encountered some resistance – or, will they focus on one of them? Arcam, as being the most “exclusive” (EBM)?
GE today announced that they can “skip SLM” and that they are not going to raise the bid for SLM – GE claim to “have other possibilities”! Other 3D laser options? What about Arcam? No other EBM possibilities …
Do GE not have any reserves to increase bids to attract more shares? May be spend parts of “the SLM money” on Arcam?
GE must have spoken to Elliot and at least got an indication of what they would expect for their Arcam shares – maybe they are too far off …. any possibility to meet somewhere in between? Negotiations ongoing?
Are GE now playing on that falling SP will soften some/many/most shareholders to later be satisfied with a 10% or 20% increase of the bid? May be not enough for Elliot …
Interesting point
Are we sure that acceptances made during the first acceptance period are possible to revoke now?
If so, I really hope AP1 could reconsider ... I would send a mail to the fund manager. I already had some conversation with him. May be we all should do
After some checking on Aktiesparana web page
As I understand one can only give Aktiesparana the mandate to vote on Annual and Extra Meetings.
You can find more information here:
http://www.aktiespararna.se/sajt/om-oss/Bolagsbevakning/Fullmakt-for-aktier/ - right-click for google translate ... if you use Crome
There are also some pdf forms, however, only in Swedish and probably not so easy to translate. At the bottom there are boxes to click like; x - I'm a member (no question for member #), x - I want information about Aktiesparana - it's probably not necessary to be a member of Aktiesparana - guess they are happy for any increase of "their power" ...
I'm living within a 10 mile radius from Arcam headoffice in Mölndal and want to attend these meetings myself - So, for me it's unfortunately not an alternative
I wouldn't have a problem giving Aktiespararna the mandate to vote "against" GE for me, however, I wouldn't let them decide otherwise for me, like giving a bid accept. I also intend to hold ... could possibly consider to accept if the bid was 600+ at this point in time ... which I think at least could be close to fair considering risks.
I have been into Arcam since July 2007 and Axis since July 2005 and compare these two companies a lot.
Last week I made a kind of mapping of Arcam and Axis, considering rough life cycle curve, PPS/chart development and the bids - identifying significant break-points.
Timing of the life cycles are slightly different, but are probably strong similarities between break-points in PPS/charts.
I will not present all the details, but a brief conclusion was that if Arcam in some time (2-4 years from now) would come up to the point where the life-cycle curve starts to flatten out, where Axis was when Canon put the bid +75%, the Arcam acquirer should have bidden approx. SEK 2600:-, i.e. approx. 10 times the bid today. I think this aligns with the "perspective" in the chart I presented about a month ago.
I'm a member since more than 25 years , although, I never used their service to vote or "speak" for me.
Fully agree ...
I would also think so, and then it should just be for buying time and possibly increase a few percentages.
I cannot imagine that GE now could reach 90+ without increasing the bid - or even 85+ as Elliot would never accept the SEK 285.
Okey, can be so
It might be that a deal was made in USD and a delayed currency conversion to SEK give the 0,4% deviation ... or I just misread the closed deal list
Still, could there be a good reason for anybody to SELL to GE at 285:- instead of accepting the bid? ... apart from faster cash in
Two alternatives
The extended 285 bid tell me two alternatives:
1) GE's negotiations did not reach a consensus among the larger holders and as they could not delay the announcement any further, this is just a way of buying time.
2) GE will be satisfied with 50% that now might be within reach, possibly with a minor increase of the bid as a next and final step.
How can you be sure of ...
... that GE didn't pay more than SEK 285 for any share?
I'm rather sure that I saw at least one of the big off-line chunks last week registered (at Avanza) at SEK 286,25. It may be wrong, but still, are you sure that GE bought all their 1,7% last week at 285?
Fully agree with Tamhas
I bet GE now negotiate with all remaining major holders, including Elliot, in order to find a level to ensure 90+%.
GE want all of Arcam and a couple of hundred million dollars more or less is not problem for GE. Time is also money and GE probably not want to have a lengthy (deadlock like)process.
Just the fact that GE paid at least 286+ SEK for several posts last week tells that they will, and basically have to, raise the bid. GE probably promised a raised bid to those sellers, like "we will raise to minimum xx SEK, may be more if necessary and you will of course be compensated accordingly ...".
Also ...
The very late announcement from AP1 may indicate that there has been long negotiations about the bid.
May be AP1 accepted based on information/promise of a subsequent bid rise, to minimum xx SEK, but finally determined when GE has the full view of acceptance.
GE now holds 15,9% - Interesting ...
GE was most probably the buyer of a number of larger posts the last couple of days. None of these went at 285, but a few SEK higher. In turn this should imply that GE plans a, at least minor, raise of the bid.
https://www.avanza.se/placera/telegram/2016/10/14/arcam-budgivaren-ge-har-159-av-kapital-och-roster.html
ARCAM
Offeror GE has 15.9% of capital and votes (Direct)
2016-10-14 09:51
STOCKHOLM (AFX) General Electric, whose bid of 285 kronor per share for all shares of Arcam expires on Friday, October 14, controls 3.3 million shares, equivalent to 15.9 percent of the shares and votes in the company.
It appears from a disclosure statement on Friday.
The company announced on September 7 that the holding amounted to 2.9 million shares, equivalent to 14.2 percent of capital and votes of Arcam.
On Thursday it emerged that the First AP Fund, with about 9 percent of the shares, has decided to accept the offer.
The editorial Exchange +46 8 5191 7910, http://twitter.com/direktse
News Agency Direkt
Actually registered ...
... as these trades were "R" marked. i.e. took place outside the stock exchange. I didn't see any "R" marked trades earlier, but I didn't follow that closely.
I would guess the buyer is either Elliot or another specific buyer who wants to ramp up - possibly make a last minute competing bid ... we'll soon know.
IF, just IF, there would be some new player who now intends to place a last minute bid, they could probably be able to make non-disclosed agreements with sellers like:
"We intend to place a higher bid than GE - give us your shares at any ("this low") price - you will later be compensated up to our bid level - if our bid does not materialize you can buy back at the same price you sold to us if you wish"
May be it's to wish too much, but still possible.
Another ~1,6% traded last hour
... in 3 trades: 224 829, 105 000 and 10 000 shares
CSB continue to buy
CSB (Credit Suisse) buy almost half of the traded shares so far today - approx. 0,6% of total Arcam shares. CSB have been the major buyer for weeks now.
For whom are they buying?
For GE? - most probably not, unless for GE indirectly and GE already decided to raise the bid ... although, I'm not sure that would comply with rules and regulations
For Elliot? - may be, but Elliot already got their 10+% - do they want/need more?
For anybody else? - This is the "BIG" question!
Battle of Arcam after GE's bid
Article in Dagens Industri (Sweden's main financial newspaper)
http://www.di.se/nyheter/strid-i-arcam-efter-ges-bud/
By MARTIN REX
Published:11 October 2016 20:10
The hedge fund Elliott bought at more than 10 percent of the shares of Arcam and thus can stop General Electric's attempt to buy out 3d skrivarbolaget from the stock exchange.
"It's not inconceivable that we will have a longer period of starving fox-play," says a person familiar with the bid process.
General Electric , GE, bid on Arcam will not go through as presented about a month ago. It is clear, then the hedge fund Elliott Capital on Tuesday flagged that it now owns more than 10 percent of the shares in 3d skrivarbolaget, while GE has conditioned its offer with that one later on Friday received more than 90 percent of the shares and thus can compulsorily acquire the rest.
This means that GE will be forced to adjust the bid - either to extend the acceptance period and raise the price from the current 285 per share to a level where Elliott is willing to release them, or by abandoning the requirement to buy all the shares in the company.
True, it was already uncertain whether GE would get 90 percent of the shares.
None of Arcam's major shareholder, such as Handelsbanken Fonder and the First AP Fund, has publicly accepted the offer and as late as Monday Shareholders Association recommended its members not to tender their shares to GE.
Read more
New York: The Takeover Rumors lifted Twitter
But the court- established fact, GE chose not to comment on the situation with more than the company still sees its offer as fair and convincing.
"Late Friday afternoon (Swedish time) we will have a good feel for how the offer is to. GE will then evaluate the next action, "wrote a spokesperson for GE in an email to Di.
Arcam's share price initially took a big jump on Elliott's entry, but then fell back to close at 287.50 which is 0.4 percent above Monday's closing.
That compares with the shares have traded well above 290 crowns, and sometimes over 300 crowns, for most of the more than one month has passed since GE's bid was presented, indicating what Elliott Capital has paid for their shares - and the bid levels as required for them to be sellers.
It is now likely wait for Arcam is a tactical scheming. Elliott Capital would of course push forward a bid increase from GE, the same as the hedge fund just a month ago forced the private equity firm EQT to sweeten its offer for IFS. But it is not certain that it succeed, and even if it is successful, it may take - EQT's initial bid of IFS announced in November last year.
Read more
Interest rates and currencies: The dollar strengthens
Seen that GE is a financially strong industrial buyer in search of strategic alliances has more options than a venture capital company EQT, which increasingly needs to delist the company to get together finances. It increases the likelihood that GE lowers the condition of the acceptance level of 90 percent, for example, 50 percent - a level that ensures full control of the company.
Elliott thus risk being left with their Arcamaktier, in the same way as the hedge fund has been seated by 10 percent in the technology company Axis for Canon's bid in February 2015.
"It is obviously not a desirable situation, but it is not at all inconceivable that we will have a longer period of starving fox-play," said a person familiar with the bidding war.
REX MARTIN
martin.rex@di.se
Why do "big boys" not announce?
In any case/direction it should benefit their standpoints ... and I think they usually do in these kinds of situations ...
A bit fishy to me ...
Anybody who could come up with an explanation why keeping their standpoints secret?
I'm holding all my shares
GE'S BID ACCEPTED AT COMPETITOR AUTHORITIES (Direct)
2016-10-10 08:07
STOCKHOLM (AFX) GE has received regulatory approval for its bid for Arcam of all relevant authorities.
The acceptance period for the offer expires on 14 October. If the offer is declared unconditional on or around 19 October, the date of the preliminary bid implementation (settlement) on 24 October. GE reserves however the right to extend the acceptance period and completion date.
Kristine Trapp +46 8 5191 7927
News Agency Direkt