Lõhmus on Tallink offer: A takeover would not be possible anyway

Rain Lõhmus.
Rain Lõhmus. Source: Siim Lõvi/ERR

Chairman of the supervisory board of LHV Rain Lõhmus tells ERR in an interview that he was surprised by Tallink CEO Paavo Nõgene's reaction to the loan offer made by LHV pension funds and Novalpina Capital. Lõhmus said there can be no talk of a takeover for purely mathematical reasons.

Why did Paavo Nõgene drag loan talks into the spotlight on television in the first place? Why would he do that?

It is true that LHV pension funds, for the most part, made an investment offer to Tallink. LHV funds are known for their liquidity and perhaps been criticized in the past for not investing enough, but it has been a conscious decision. Let's be honest, we borrowed from Warren Buffet's playbook.

We make acquisitions during difficult times when most are panicking and unable to commit.

Tallink is a good company, a sustainable company and we would probably want to own a part of it. There are two options today because the share price has come down. We could buy from the market, but the problem with that approach would be the money landing in the pockets of shareholders instead of helping the company.

And so, we decided to copy Warren Buffet and make a direct offer.

What was your offer?

A loan with stock options, meaning that the money would initially have been in the form of a loan. The deadline was sufficient – up to four years, while it would have been possible to repay the entire sum after one year. On the other hand, it would have included the possibility of the loan being converted into shares had the funds found it attractive.

A perfectly sensible offer from my point of view. First of all, it provides Tallink with cash. Secondly, they asked for €150 million and we said we could offer up to €200 million. It is a modest part of the company's balance. Servicing it would not be a problem for the company.

So, to be honest, we thought it would be a good thing.

The only difference concerns the interest rate, whether existing shareholders would make a little more or a little less money.

In that sense, I'm a bit surprised by that reaction. If someone tells me I have a beautiful house and offers me €100,000 for it even when I know it's worth €200,000, I will not take offense. I believe it's a good thing when someone thinks you have a nice house and wants to buy it. The reaction is difficult to understand rationally.

Had the loan been converted into shares, how big would have LHV's stake been?

Smaller than that of largest shareholder Infortar. It would depend on the share price. And whether it would have been converted in the first place, we never got as far as negotiations.

But if someone tries to claim it's an attempt at takeover, the numbers don't add up.

What was the interest rate you offered?

I can tell you that it was in the same ballpark as Tallink's recent dividend payments. It was made up of two parts – a running rate and capitalized interest plus a contractual or organizational fee. Divide that by four years and it comes to less than 1 percent a year.

Rationally speaking, none of it would have a considerable effect on Tallink's financials. I'd wager it would not make the top ten of the company's problems today.

Are we talking about 5-6 percent or 10 percent? How much was it?

We have not yet decided whether we'll disclose the exact conditions. But I can say that it is somewhere between 5 and 10 percent.

Do you believe Tallink will be made a better offer by the state?

The Estonian state can give them social assistance for all we know. The government can give money away for free if it so decides.

It needs to be understood what kind of an instrument we're talking about. I do not think it's an ordinary loan. I can tell you that LHV loaned the state €200 million a few weeks ago. We're talking about a bank in this case and the interest rate came to -0.3 percent, but these are entirely different things, if only in terms of the payment deadline etc.

Several Estonian entrepreneurs have said that while everyone can see that everyone is in trouble, the banks are still trying to take advantage. Interest rates have become extortionate compared to other EU countries. Is that so?

I would like to hear specific examples, learn who makes these claims and why should that be the case? I do not completely agree here.

I cannot rule out people feeling they are being charged a high interest rate, but I do not agree in terms of it being a universal diagnosis.

It is true that interest rates tend to spike in uncertain conditions. Looking at banks, if we wanted to raise capital now, the rates offered to us would also be higher. There is nothing out of the ordinary about it.

Is the state disrupting the banking market with its loan offers?

Disruption is not the right word. It is affecting the market. I firmly believe the state should support those who cannot make do without it. That those who can cope despite feeling a little off, both on the level of individuals and companies, should be left to their own devices.

We cannot afford to help everyone. And I'm afraid inability to cope is a bigger problem for small business.

The reason I believe state support for Tallink is not quite right is that those sums are not endless. Right now, it looks like we can just give money to everyone who wants it. I'm willing to bet not everyone will get access to money at an interest rate of 1 percent. This means that if we give some of it away today, there will be that much less left for other smaller companies.

The other thing concerning Tallink is that they will get the money one way or another, either from the state or the private sector, with it only making a difference to shareholders. Claims that we're talking about rescuing the company or national interests are not grounded in logic.

Has the movement of money between Infortar and Tallink been entirely transparent? How has rental income from Tallink spas and hotels moved to Infortar, do we have a proper overview?

I can tell you with hand on heart that I don't know. I believe there is nothing there that could jeopardize the company. We would not have made an offer otherwise.

But I will be honest in admitting that I have never done the due diligence for Tallink personally or in the name of a company.


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Editor: Marcus Turovski

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