Nasdaq Helsinki Ltd
Announcement from the exchange
Loxam S.A.S. Announces a Recommended Public Cash Tender Offer for All Shares of
Ramirent Plc
Loxam S.A.S. Announces a Recommended Public Cash Tender Offer for All Shares of
Ramirent Plc
Ramirent Plc / Loxam S.A.S.
Inside Information
June 10, 2019 at 7.30 a.m. CEST / 8.30 a.m. EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG, OR
IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY
APPLICABLE LAW. FOR FURTHER INFORMATION, SEE SECTION “IMPORTANT INFORMATION”
BELOW.
Loxam S.A.S. Announces a Recommended Public Cash Tender Offer for All Shares of
Ramirent Plc
Loxam S.A.S. (“Loxam” or the “Offeror”) and Ramirent Plc (“Ramirent” or the
“Company”) have on June 10, 2019 entered into a Combination Agreement (the
“Combination Agreement”) pursuant to which Loxam will make a voluntary
recommended public cash tender offer to purchase all of the issued and
outstanding shares of Ramirent that are not owned by Ramirent or any of its
subsidiaries (the “Tender Offer”). Through the transaction, Loxam and Ramirent
will create a pan-European equipment rental leader. In the Tender Offer,
Ramirent’s shareholders will be offered a cash consideration of EUR 9.00 for
each share, valuing Ramirent’s equity at approximately EUR 970 million. The
Board of Directors of Ramirent represented by a quorum formed by the conflict
free board members has unanimouslydecided to recommend that the shareholders
of Ramirent accept the Tender Offer.
SUMMARY OF THE TENDER OFFER
· The offer price is EUR 9.00 in cash for each share in Ramirent,
subject to adjustment as set out in the section titled “Tender Offer in Brief”
below (the “Offer Price”);
· The Offer Price represents a premium of approximately:
o 65.4 percent compared to the closing price of Ramirent shares on Nasdaq
Helsinki Ltd (“Nasdaq Helsinki”) on June 7, 2019, the last trading day before
the announcement of the Tender Offer; and
o 56.0 percent compared to the volume-weighted average trading price of
Ramirent shares on Nasdaq Helsinki during the 3-month period preceding the date
of the announcement of the Tender Offer;
·The Board of Directors of Ramirent represented by a quorum formed by
the conflict free board members has unanimously decided to recommend that the
shareholders of Ramirent accept the Tender Offer;
· The major shareholders of Ramirent Nordstjernan AB and Oy Julius
Tallberg Ab, as well as the President and CEO of Ramirent Mr. Tapio Kolunsarka
and the CFO of Ramirent Mr. Jukka Havia have irrevocably undertaken to accept
the Tender Offer subject to certain customary conditions. The irrevocable
undertakings represent jointly approximately 31.9 percent of the outstanding
shares and votes of Ramirent;
· The completion of the Tender Offer is subject to certain customary
conditions to be fulfilled or waived by the Offeror on or by the date of the
Offeror’s announcement of the final result of the Tender Offer, including,
among others, the Offeror gaining control of more than 90 percent of the
outstanding shares and votes in Ramirent on a fully diluted basis;
· Loxam has secured the required financing in connection to the
contemplated acquisition of Ramirent;
· The Offeror will, on or about June 19, 2019, publish a tender offer
document with detailed information about the Tender Offer;
· The offer period under the Tender Offer is expected to commence on or
about June 19, 2019 and to expire on or about July 18, 2019, subject to any
extension of the offer period by the Offeror in accordance with the terms and
conditions of the Tender Offer;
· Once the Offeror has acquired more than 90 percent of the issued and
outstanding shares and votes in Ramirent, the Offeror intends to initiate
compulsory redemption proceedings in accordance with the Finnish Companies Act
to acquire the remaining shares in Ramirent. Since the Offer Price is subject
to adjustment for the payment of any dividends, the Offeror intends to request
for the redemption price to be similarly reduced if the second instalment of
Ramirent's annual dividend or any other distribution is paid to shareholders
prior to the Offeror acquiring the remaining shares in the redemption
proceedings.
BACKGROUND AND REASONS FOR THE TENDER OFFER
Founded in 1967, Loxam is the largest player in the European equipment rental
market for the construction, industry, public works, services and events
sectors, with revenueof EUR 1,483 million and EBITDA of EUR 501 million in
2018. In the early 2000s, Loxam began its international expansion through a
combination of acquisitions and new branch openings. Loxam has approximately
8,000 employees and operates a network of 766 branches in over 13 countries in
Europe in addition to the Middle East, Brazil, Colombia and Morocco.
Loxam’s network of branches is split into three divisions:
· Generalist Division in France (representing 44 percent of Loxam’s
revenues), which provides equipment for all construction, industrial,
landscaping and local authorities activities;
· Specialist Division in France (15 percent) which provides equipment
such as aerial work platforms, generators, portable accommodation, heavy
equipment; and
· International Division (41 percent) including generalist activities
as well as specialist activities in 21 countries.
As of December 31, 2018, Loxam’s rental fleet amounted to approximately 350,000
pieces of equipment.
As a result of its strong financial position and sustainable business, Loxam
has completed over 20 acquisitions during last 10 years, which demonstrates its
integration skills and its inclusive corporate culture. Loxam is attentive to
its social responsibility towards its employees, and enjoys a high reputation
for quality, safety, reliability and environmental commitment, as evidenced by
the ISO 9001, ISO 14001, Level 3 ISO 26000 and EcoVadis Gold certifications.
Ramirent is one of the leading companies in equipment rental in the Nordics and
Eastern Europe, serving a broad range of customer sectors including
construction, industry, services, the public sector and households. Ramirent
operates in Finland, Sweden, Norway, Estonia, Latvia, Lithuania, Czech
Republic, Slovakia, and Poland. Ramirent is one of the leading equipment rental
companies in the Nordics and Eastern Europe with revenue of EUR 712 million and
comparable operating profit of EUR 107 million in 2018. Ramirent has 2,900
employees and a network of 294 customer centers.
The acquisition of Ramirent will allow Loxam to establish a leading presence in
a number of attractive markets in the Nordics and in Eastern Europe, thereby
reshaping the European industry landscape by creating a pan-European equipment
rental leader.
Backed by Loxam’s bespoke experienced integration capabilities, the proposed
acquisition of Ramirent represents a significant step forward in the Group’s
strategy. Loxam is confident that the contemplated combination is highly
complementary in terms of geographical footprint, capabilities, customers and
suppliers.
· Pan-European equipment rental leader
The combination of Ramirent with Loxam will create an equipment rental leader
in Europe, with combined revenue of EUR 2.2 billion (based on 2018 reported
figures), the largest branch network in Europe (over 1,000 branches), and the
most diversified fleet (over 600,000 units). The combined entity will also
emerge as a leading equipment rental player globally.
· Diversified equipment rental player
The combination of Ramirent with Loxam will be well diversified in terms of
customer base and business mix, striking the right balance between mature
markets and growth markets. Combining Ramirent’s important market position in
the Nordics and Eastern Europe with Loxam’s strong market positions in Western
and Southern European countries will create a uniquely positioned company, with
better scale and resilience on the back of a larger, more diverse and greater
international exposure, making their respective businesses balanced for the
benefit of their customers, employees and financial stakeholders.
· Platform for future growth
The combined entity will be in a position to further strengthen its prospects
within the highly fragmented European market. The experienced management teams
at Loxam and Ramirent will nurture their combined experience to further develop
and capture growth across Europe or overseas. Ramirent will become the Nordics
and Eastern Europe platform of the combined group, and will continue to
consolidate its positions and to further develop its footprint in the region,
while leveraging the benefits and the extended firepower of an enlarged group
to seize additional growth opportunities.
Loxam values Ramirent organization and highly experienced management team and
employees. Considering the high complementarity of both operations, the
completion of the Tender Offer is not expected to have any material consequence
on Ramirent’s daily operations, the position of Ramirent’s management,
employees, or its business locations. Loxam will respect the existing rights of
the Company’s employees, including applicable social plans, collective labor
agreements and pension rights, and expects the contemplated transaction to be
positive for Ramirent and its employees. Loxam believes that Ramirent’s
management and employees will benefit from Loxam’s long-term commitment to the
rental business and from enhanced career path opportunities in Europe. Loxam
has a strong expertise in managing the integration of the companies it has
acquired and is convinced that a combination of Ramirent and Loxam will create
opportunities for the employees. Upon completion of the Tender Offer, Loxam,
however, intends to change the composition of the Board of Directors of
Ramirent to reflect the new ownership structure of Ramirent.
Commenting on the Tender Offer Gérard Déprez, President & CEO of Loxam S.A.S.:
“The combination of Ramirent and Loxam represents a unique opportunity to build
a truly pan-European leader in the equipment rental market. Loxam has known,
followed and highly regarded Ramirent for a number of years, and appreciates
its experienced management team and employees, as well as its strong positions
in all the markets where it operates. The acquisition of Ramirent is consistent
with Loxam’s strategy to build a geographically diversified business, with
improved scale, able to better serve its clients. The combination brings
together two strong and financially resilient groups which are fully
complementary.
Loxam appreciates the unanimous support from the Board of Directors of Ramirent
and its largest shareholders for its Tender Offer and Loxam is looking forward
to working with the Ramirent's management team and employees and continuing to
build with them a successful business.”
Commenting on the Tender Offer Ulf Lundahl, Chairman of the Board of Directors
of Ramirent Plc:
“Founded in 1955, Ramirent has developed into an equipment rental company with
leading market positions in the Nordic region and in Eastern Europe. The Board
of Directors is proud of what Ramirent has accomplished and we are thankful for
the achievements of the management team and the engagement and hard work of all
employees.
The offer from Loxam will create a truly pan European equipment rental company
with an extensive offering, a well-diversified business mix and a platform for
future growth to serve both client needs and employee development. Furthermore,
the price offered by Loxam presents an attractive cash premium to our
shareholders. With a history of making acquisitions and integrating companies I
believe Loxam offers a good home for Ramirent.”
Commenting on the Tender Offer Tapio Kolunsarka, President and CEO of Ramirent
Plc:
“Together with our exceptionally engaged employees, we have decisively improved
our operations and doubled earnings per share, while successfully solidifying
our leading market position in Northern and Eastern Europe over the past three
years. Loxam’s offer, at a substantial premium to the current share price,
proves their strong belief in Ramirent’s future value creation potential. With
our leadership position in all of our markets in Scandinavia, Eastern Central
Europe and the Baltic countries Ramirent is ideally positioned to drive growth
in equipment rental and related services. Under the ownership of Loxam, which
possesses long-term track record of strong growth, I am confident that Ramirent
has the possibility to further accelerate its growth and development and add
important Nordic and Eastern European dimension to Loxam’s international
presence.”
Commenting on the Tender Offer Peter Hofvenstam, President and CEO of
Nordstjernan AB on behalf of Nordstjernan AB and Oy Julius Tallberg Ab:
“The combination creates the pan-European leader and is based on clear
industrial logic that enables Ramirent to take the next step, providing access
to a larger customer base and a strong global platform. We find Loxam’s offer
of EUR 9.00 per share to be attractive. It corresponds to a premium of 65.4
percent compared to the most recent closing share price. Nordstjernan AB and Oy
Julius Tallberg Ab have therefore decided to give the offer our backing by
undertaking commitments to accept the offer.”
THE TENDER OFFER IN BRIEF
The Offer Price is EUR 9.00 in cash for each share in Ramirent. The expected
issuance of 5,848,341 Ramirent shares to the shareholders of Stavdal AB
(“Stavdal”) in connection with the completion of the Stavdal acquisition, which
was announced by Ramirent on April 8, 2019 (“Stavdal Shares”) will not have an
effect on the Offer Price. However, the Offer Price is subject to adjustment
for any other new issuance of shares, including reclassification, split
(including a reverse-split) and shares issued under Ramirent’s share based
incentive plans. The Offer Price is further subject to adjustment for the
payment of any dividends or other distributions of funds or assets (including
the second instalment, amounting to EUR 0.23 per share, of the dividend
resolved upon at the 2019 Annual General Meeting of Ramirent held on 14 March
2019) before the completion of the Tender Offer or if a record date of such
dividend or other distribution of funds or assets occurs before the completion
of the Tender Offer.
The offer period under the Tender Offer is expected to commence on or about
June 19, 2019 and to expire on or about July 18, 2019, subject to any extension
of the offer period by the Offeror in accordance with the terms and conditions
of the Tender Offer. Subject to completion of the Tender Offer, the date for
settlement of the completion of trades will be the completion date or the first
(1st) Finnish banking day following such completion date.
The Offer is not subject to a financing condition. The Offeror will finance the
Offer through debt facilities and cash on balance sheet. The debt facilities
are made available under bridge facilities agreements of up to EUR 1.5 billion
in aggregate. The availability of the debt facilities is subject to customary
“certain funds” conditions or conditions the satisfaction of which is within
the control of the Offeror.
The detailed terms and conditions of the Tender Offer and information on how to
accept the Tender Offer will be included in the tender offer document expected
to be published by the Offeror on or about June 19, 2019.
The Offeror and Ramirent have undertaken to comply with the recommendation on
procedures to be followed in Finnish public tender offers issued by the Finnish
Securities Market Association, as amended from time to time (the “Helsinki
Takeover Code”).
On the date of this stock exchange release, Ramirent has 108,697,328 issued
shares, of which 107,763,876 outstanding shares, and neither the Offeror nor
any of its group companies hold any shares in Ramirent. The Offeror reserves
the right to buy Shares before, during and/or after the offer period in public
trading on Nasdaq Helsinki or otherwise, in accordance with the requirements of
applicable law.
RECOMMENDATION BY THE BOARD OF DIRECTORS AND SUPPORT BY MAJOR SHAREHOLDERS
The Board of Directors of Ramirent represented by a quorum formed by the
conflict free board members has unanimously decided to recommend that the
shareholders of the Company accept the Tender Offer. The Board of Directors
will issue its complete statement on the Tender Offer in accordance with the
Finnish Securities Market Act before the commencement of the Tender Offer. To
support its assessment of the Tender Offer, the Board of Directors of Ramirent
has received a fairness opinion from Ramirent’s financial advisor Lazard AB to
the effect that the consideration to be offered to the shareholders is fair
from a financial point of view. The fairness opinion will be attached to the
statement of the Board of Directors of Ramirent.
The major shareholders of Ramirent Nordstjernan AB and Oy Julius Tallberg Ab,
as well as the President and CEO of Ramirent Mr. Tapio Kolunsarka and the CFO
of Ramirent Mr. Jukka Havia have irrevocably undertaken to accept the Tender
Offer subject to certain customary conditions. The irrevocable undertakings
represent jointly approximately 31.9 percent of the outstanding shares and
votes in Ramirent.
CONDITIONS TO COMPLETION
The completion of the Tender Offer will be subject to the fulfillment or, to
the extent permitted by applicable laws, waiver by the Offeror of the following
conditions (the “Offer Conditions”) on or prior to the date of the Offeror’s
announcement of the final result of the Offer in accordance with Chapter 11,
Section 18 of the Finnish Securities Market Act:
a. the Board of Directors of the Company having issued its recommendation
that the shareholders of the Company accept the Tender Offer and the
recommendation remaining in full force and effect and not being cancelled or
withdrawn or otherwise modified or changed in a manner detrimental to the
Offeror and/or the Tender Offer;
b. the valid tender of outstanding shares (including the Stavdal Shares
to the extent that they are outstanding and validly tendered into the Tender
Offer) representing in the aggregate, together with any other outstanding
shares otherwise held by the Offeror prior to the date of the Offeror’s
announcement of the final result of the Tender Offer and the Stavdal Shares to
the extent that they are not validly tendered into the Tender Offer and the
Offeror has the unconditional right to acquire them from Stavdal’s
shareholders, more than ninety percent (90%) of the aggregate number of the
shares and voting rights of the Company calculated on a fully diluted basis;
c. the receipt of all regulatory authorizations required for the
completion of the Tender Offer, with the exception of Polish and Russian
competition clearances;
d. no law or judgment (including without limitation a decision rendered
by the Finnish Financial Supervisory Authority) having been enacted, issued,
promulgated, enforced or entered into, which is in effect and makes illegal,
restrains, enjoins or otherwise prohibits the consummation of the Tender Offer
in accordance with the Combination Agreement;
e. no material adverse effect having occurred after the signing date of
the Combination Agreement;
f. the Offeror not, after the signing date of the Combination
Agreement, having received information previously undisclosed to it that
constitutes a material adverse effect;
g. no information made public by the Company or disclosed by the Company
to the Offeror being materially inaccurate, incomplete, or misleading, and the
Company not having failed to make public any information that should have been
made public by it under applicable laws, including the rules of Nasdaq
Helsinki, provided that, in each case, the information made public, disclosed
or not disclosed or the failure to disclose information constitutes a material
adverse effect;
h. the Combination Agreement not having been terminated and remaining in
full force and effect; and
i. the undertakings by each of the major shareholders and the
management shareholders to accept and tender their shares to the Tender Offer
remaining in full force and effect in accordance with their terms and not being
cancelled or withdrawn or otherwise modified or changed in a manner detrimental
to the Offeror and/or the Tender Offer.
The Offeror may only invoke any of the Offer Conditions so as to cause the
Tender Offer not to proceed, to lapse or to be withdrawn if the circumstances
which give rise to the right to invoke the relevant Offer Condition have a
significant meaning to the Offeror in view of the Tender Offer, as referred to
in the Regulations and Guidelines 9/2013 (Takeover bids and mandatory bids), as
may be amended or re-enacted from time to time, issued by the Finnish Financial
Supervisory Authority and the Helsinki Takeover Code.
According to information currently available, the Offeror does not expect the
completion of the Tender Offer to be dependent on any regulatory
authorizations.
COMBINATION AGREEMENT
The Combination Agreement between the Offeror and Ramirent sets forth the
principal terms under which the Offeror will make the Tender Offer.
The Combination Agreement includes certain customary representations,
warranties and undertakings by both parties, including an undertaking by
Ramirent to continue to conduct the business in the ordinary course before the
completion of the Tender Offer, and cooperation by the parties in making the
necessary regulatory filings.
Once the Offeror has acquired more than 90 percent of the issued and
outstanding shares and votes in Ramirent, the Offeror will, if necessary,
initiate compulsory redemption proceedings in accordance with the Finnish
Companies Act to acquire the remaining shares in Ramirent, and thereafter cause
Ramirent’s shares to be delisted from Nasdaq Helsinki as soon as permitted and
practicable under applicable laws and regulations. If the second instalment of
Ramirent’s 2018 annual dividend or any other distribution is paid to
shareholders prior to the Offeror acquiring the remaining shares in the
redemption proceedings, the Offeror intends to request for the redemption price
to be reduced to account for the effect of such dividend or distribution on the
Offer Price.
Under the Combination Agreement, the Board of Directors of Ramirent has, in the
event of a possible competing or superior offer, undertaken not to withdraw,
modify or change its recommendation for the Tender Offer unless, after taking
advice from its external legal advisor and financial advisor, the Board of
Directors of the Company, on the basis of its fiduciary duties and due to
materially changed circumstances, determines in good faith that the acceptance
of the Tender Offer would no longer be in the best interest of the holders of
outstanding shares. The Board of Directors may withdraw, modify or change its
recommendation for the Tender Offer in accordance with the above only if prior
to such withdrawal, modification or change the Board of Directors of Ramirent
has given Loxam a reasonable opportunity to agree with the Board of Directors
of Ramirent on improving its Tender Offer provided pursuant to the Combination
Agreement.
Ramirent has undertaken (i) not to, directly or indirectly, initiate, solicit,
or encourage any competing offer, or any inquiry for, indication of interest in
or proposal for a competing offer or for any other transaction that is
reasonably likely to lead to any transaction competing with or otherwise harm
the Tender Offer, and (ii) to cease and cause to be terminated any discussions,
negotiations or other activities related to any potential competing offer or
proposal conducted prior to the signing date of the Combination Agreement.
The Combination Agreement may be terminated and the transaction abandoned by
Ramirent or the Offeror under certain circumstances, including, among others,
if a court or authority issues an order, which is in effect and makes illegal
or prohibits the consummation of the Tender Offer in accordance with the
Combination Agreement, or upon a breach of any of the Company’s or Offeror’s
covenants or obligations under the Combination Agreement in any material
respect, and with respect to a breach of covenant such breach cannot be or has
not been cured within certain agreed time.
ADVISORS
Loxam has appointed Deutsche Bank AG as lead financial advisor. Handelsbanken
Capital Markets is acting as financial advisor to Loxam and arranger in
relation to the Tender Offer outside the United States. Cleary, Gottlieb Steen
& Hamilton LLP and Roschier, Attorneys Ltd. are acting as legal advisors to
Loxam in connection with the Tender Offer.
Lazard AB is acting as the financial advisor and Hannes Snellman Attorneys Ltd
is acting as the legal advisor to Ramirent in connection with the Tender Offer.
Investor Enquiries:
Patrick Bourmaud / Maëg Videau, Loxam S.A.S
Tel. +33 158 440 400
ir@loxamgroup.com
Ulf Lundahl, Chairman of the Board of Directors, Ramirent Plc
Tel. +46 70 820 4648
ulflundahl03@gmail.com
Agnès Catineau / Bénie Igiraneza, Brunswick Group
Tel. +33 (0)1 53 96 83 83
loxam@brunswickgroup.com
Media Enquiries:
Sylvie Passat, Head of Communication, Loxam S.A.S
Tel. +33 158 440 400
sylvie.passat@loxam.com
Ulf Lundahl, Chairman of the Board of Directors, Ramirent Plc
Tel. +46 70 820 4648
ulflundahl03@gmail.com
Terhi Jokinen, Group Communications Manager, Ramirent Plc
Tel. +358 207 502 086
terhi.jokinen@ramirent.com
ABOUT LOXAM
Loxam is the leading equipment rental company in Europe with consolidated
revenue of EUR 1,483 million in 2018 and approximately 8,000 employees. Loxam’s
network of more than 766 branches extends over 13 countries in Europe (France,
Germany, the United Kingdom, Ireland, Belgium, Switzerland, Spain, Portugal,
Luxemburg, the Netherlands, Denmark, Norway and Italy) as well as in the Middle
East, Morocco and Brazil.
ABOUT RAMIRENT
Ramirent is a leading service company offering equipment rental for
construction and other industries. Our mission is to help our customers gear up
on safety and efficiency bydelivering great equipment and smooth service with
a smile. We have 2,900 co-workers at 294 customer centers across nine countries
in Northern and Eastern Europe. In 2018, Ramirent Group sales reached a total
of EUR 712 million. Ramirent is listed on Nasdaq Helsinki (RAMI).
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR
HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER
OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER
OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY
APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER
REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTOOR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX,
TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, CANADA, JAPAN, AUSTRALIA,
SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR
INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.
THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE
TENDER OFFER IS NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED
PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS
ACT 2000 (“FSMA”). ACCORDINGLY, THIS STOCK EXCHANGE RELEASE OR ANY OTHER
DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED
TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE
COMMUNICATION OF THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS
RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL
PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION
BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE
DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PER
CENT. OR MORE OF THE VOTING SHARES IN A BODY CORPORATE, WITHIN ARTICLE 62 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005.
THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION
DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS
ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS
OUTSIDE OF FINLAND.
Notice to U.S. Shareholders
U.S. shareholders are advised that the shares of Ramirent are not registered
under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and
that Ramirent is not subject to the periodic reporting requirements of the U.S.
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not
required to, and does not, file any reports with the U.S. Securities and
Exchange Commission (the “SEC”) thereunder.
The Tender Offer is open to Ramirent’s shareholders resident in the United
States and is made on the same terms and conditions as those made to all other
shareholders of Ramirent to whom an offer is made. Any information documents,
including this Release, are being disseminated to U.S. shareholders on a basis
comparable to the method that such documents are provided to Ramirent’s other
shareholders.
The Tender Offer is expected to be made in the United States pursuant to
Section 14(e) and Regulation 14E under the Exchange Act as a “Tier II” tender
offer, and otherwise in accordance with the requirements of Finnish law.
Accordingly, the Tender Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, the offer
timetable, settlement procedures and timing of payments that are different from
those applicable under U.S. domestic tender offer procedures and law.
To the extent permissible under applicable law or regulations, including Rule
14e-5 under the Exchange Act, Loxam and its affiliates or brokers (acting as
agents for Loxam or its affiliates, as applicable) may from time to time,
directly or indirectly, purchase or arrange to purchase, outside of the Tender
Offer shares of Ramirent or any securities that are convertible into,
exchangeable for or exercisable for such shares of Ramirent, provided that no
such purchases or arrangements to purchase outside of the Tender Offer will be
made in the UnitedStates by or on behalf of the Offeror or its affiliates or
for a price that is greater than the Offer Price. To the extent information
about such purchases or arrangements to purchase is made public in Finland,
such information will be disclosed by means of a press release or other means
reasonably calculated to inform U.S. shareholders of Ramirent of such
information. In addition, the financial advisers to Loxam, or affiliates of the
financial advisors, may also engage in ordinary course trading activities in
securities of Ramirent, which may include purchases or arrangements to purchase
such securities.
Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Tender Offer, or passed any comment upon the adequacy or
completeness of any tenderoffer document. Any representation to the contrary
is a criminal offence in the United States.