14.06.2019 klo 09:05 Statement of the Board of Directors of Ramirent Plc regarding the voluntary public cash tender offer by Loxam S.A.S.
Ramirent Plc Stock Exchange Release
June 14, 2019 at 9.05 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"
Loxam S.A.S. ("Loxam" or the "Offeror") and Ramirent Plc ("Ramirent" or the
"Company") have on June 10, 2019 announced that the Offeror, will make a
voluntary recommended public cash tender offer to purchase all of the issued and
outstanding shares in Ramirent that are not held by Ramirent or any of its
subsidiaries (the "Shares") (the "Tender Offer").
The Board of Directors of Ramirent (the "Board") hereby issues the following
statement concerning the Tender Offer in accordance with Chapter 11, Section 13
of the Finnish Securities Markets Act (746/2012, as amended).
Tender Offer in brief
Ramirent and Loxam have on June 10, 2019 entered into a Combination Agreement
(the "Combination Agreement"), setting out, among other matters, the terms and
conditions pursuant to which the Tender Offer shall be made by the Offeror.
The Tender Offer will be made in accordance with the terms and conditions of a
tender offer document (the "Tender Offer Document") expected to be published by
the Offeror on or about June 19, 2019.
The price offered for each Share validly tendered in the Tender Offer is EUR
9.00 in cash, subject to adjustments as set out in the terms and conditions of
the Tender Offer. The offer price represents a premium of approximately:
- 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
- 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 offer price is subject to the terms and conditions of the Tender Offer.
According to the terms and conditions of the Tender Offer, among other things,
should the Company decide to pay any dividend, in any form, and such
distribution is paid to the Company shareholders before the completion date of
the Tender Offer (including the second instalment of the 2018 annual dividend of
EUR 0.23 resolved upon at the 2019 Annual General Meeting of Ramirent) or if a
record date with respect to the foregoing occurs prior to the completion date of
the Tender Offer, the offer price shall be reduced accordingly on a euro-for-
The Tender Offer was announced by the Offeror pursuant to Chapter 11 of the
Finnish Securities Markets Act on June 10, 2019.
Certain 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 Shares in Ramirent.
In addition, the major shareholder of Stavdal AB, Hammarviken Företagsutveckling
AB, representing approximately 62.9 percent of the Stavdal Shares (as defined
below) and approximately 3.2 percent of the Shares in Ramirent (after taking
into account the expected issuance of 5,848,341 Ramirent shares to the
shareholders of Stavdal AB (the "Stavdal Shares") in connection with the
completion of the acquisition of Stavdal AB by Ramirent, which was announced by
Ramirent on April 8, 2019), has irrevocably undertaken to accept the Tender
Offer subject to certain customary conditions or to sell its Stavdal Shares to
the Offeror outside the Tender Offer at the offer price subject to the
completion of the Tender Offer.
The offer period for the Tender Offer is expected to commence on or about June
19, 2019 and is expected to expire on or about July 18, 2019. The Offeror
reserves the right to extend the offer period from time to time in accordance
with the terms and conditions of the Tender Offer.
The completion of the Tender Offer is subject to certain conditions to be
fulfilled or waived by the Offeror on or prior to the date of the Offeror's
announcement of the final result of the Tender Offer, including, among other
things, the valid tender of Shares (including the 5,848,341 Stavdal Shares to
the extent that they are outstanding and validly tendered into the Tender Offer)
representing in the aggregate, together with any other Shares otherwise held by
the Offeror prior to the 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
the Stavdal AB shareholders, more than ninety percent (90%) of the aggregate
number of the shares and voting rights of the Company calculated on a fully
The Offeror's intention is to cause the Shares in the Company not held by the
Offeror to be transferred to it through subsequent compulsory redemption
proceedings in accordance with the Finnish Companies Act (624/2006, as amended)
and to cause the shares in the Company to be delisted from Nasdaq Helsinki as
soon as permitted and reasonably practicable under applicable laws and
regulations following the completion of the Tender Offer.
At the time of the announcement of the Tender Offer on June 10, 2019, neither
the Offeror nor any of its group entities held any Shares or voting rights in
The detailed terms and conditions of the Tender Offer as well as further
information on the Tender Offer will be included in the Tender Offer Document.
Financing of the Tender Offer
The Offeror plans to finance the Tender 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 Offeror's
obligation to complete the Tender Offer is not conditional upon availability of
financing, and no third party consents are required by the Offeror for the
financing of the Tender Offer.
Background of the statement
Pursuant to Chapter 11, Section 13 of the Finnish Securities Market Act, the
Board has an obligation to prepare a public statement regarding the Tender
Offer. The statement must include a well-founded assessment of the Tender Offer
from the perspective of Ramirent and its shareholders as well as on the
strategic plans presented by the Offeror in the Tender Offer Document and their
likely effects on the operations of, and employment at, Ramirent.
For the purposes of issuing this statement, the Offeror has submitted to the
Board a draft version of the Tender Offer Document in the form in which the
Offeror has filed it with the Finnish Financial Supervisory Authority for
approval on June 11, 2019.
In preparing this statement, the Board has relied on the information provided in
the draft Tender Offer Document and has not independently verified the
information included therein. Accordingly, the Board's assessments of the
consequences of the Tender Offer on Ramirent's operations and employees should
be treated with caution.
Assessment of the strategic plans presented by the Offeror in the Tender Offer
Document and their likely effects on the operations of, and employment at,
Information given by the Offeror in the Tender Offer Document
The Board has assessed the Offeror's strategic plans based on the statements
made in the Company's and the Offeror's announcement regarding the Tender Offer
published on June 10, 2019 and the draft Tender Offer Document.
According to the draft Tender Offer Document, Loxam is now the largest equipment
rental company in Europe with revenue of EUR 1,483 million and EBITDA of EUR
501 million in 2018. 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. As a result of its strong financial position
and sustainable business, Loxam has completed over 20 acquisitions during the
last 10 years, which demonstrates its integration skills and its inclusive
According to Loxam's statements, combining Ramirent's important market position
in the Nordics and Eastern Europe with Loxam's strong market positions in
Western and Southern European markets 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. With
combined revenue of EUR 2.2 billion the combined entity would also emerge as a
leading equipment rental player globally.
Loxam expects that backed by its bespoke experienced integration capabilities,
the proposed acquisition of Ramirent represents a significant step forward in
the Group's strategy, creating a pan-European equipment rental leader, a
diversified business and customer mix as well as provides a platform for future
Furthermore, according to Loxam's statements, it values Ramirent's organization
and highly experienced management team and employees, and expects the
contemplated transaction to be positive for Ramirent and its employees.
According to the draft Tender Offer Document, other than as described therein
and the payment of the offer price, Loxam expects the completion of the Tender
Offer not to have any material consequence on Ramirent's daily operations, the
position of Ramirent's management, employees, or its business locations.
The Board considers that the information on the strategic plans of the Offeror
concerning Ramirent included in the draft Tender Offer Document is of a general
nature. However, based on the Offeror's statements, the Board believes that the
strategic plans of the Offeror pursuant to the Tender Offer would not generally
have a significant effect on the operations or business locations of Ramirent.
The Board shares Loxam's view that the combined company has the capabilities to
deliver a more extensive offering to its clients, can offer new possibilities
for its employees and provides a platform for future growth in creating a pan-
European player. Furthermore, the Board of Directors considers that the Offer
Price and the credibility of Loxam as an investor, together with its track
record of making acquisitions, supports the Offerors ability to gain control of
more than 90 percent of the shares and thereby successfully complete the Tender
Offer and subsequently integrate the companies.
The Board notes, however, that the Tender Offer may have an effect on employment
in the Company with regard to duplicative functions. The Board believes that the
final and longer-term impact of the integration can be assessed only after the
completion of the Tender Offer.
On the date of this statement, the Board has not received any formal statements
as to the effects of the Tender Offer to the employment at Ramirent from
Assessment of the Board from the perspective of Ramirent and its shareholders
In evaluating the Combination Agreement and the Tender Offer, analysing
alternative opportunities available to Ramirent and concluding this statement,
the Board has considered several factors, such as Ramirent's recent financial
performance, current position and future prospects, and the historical
performance of the trading price of the Ramirent share.
The Board's assessment of continuing the business operations of Ramirent as an
independent company has been based on reasonable future-oriented estimates,
which include various uncertainties, whereas the offer price offered by the
Offeror in the Tender Offer and the premium included therein is not subject to
any uncertainty other than the fulfilment of the conditions to completion of the
In order to support its assessment of the Tender Offer, the Board has received a
fairness opinion, dated June 10, 2019, concerning the Tender Offer (the
"Fairness Opinion") from Ramirent's financial advisor Lazard AB. The Fairness
Opinion is attached as Appendix 1 to this statement.
The Board believes that the consideration offered by the Offeror in the Tender
Offer is fair from the perspective of Ramirent's shareholders on its assessment
of the matters and factors, which the Board has concluded to be material in
evaluating the Tender Offer. These matters and factors include, but are not
- the offer price and premium offered for the Shares (taking into
account also possible adjustments to the offer price pursuant to the terms and
conditions of the Tender Offer);
- the fact that the offer price will be paid fully in cash;
- historical trading price of the Ramirent shares;
- information and assumptions on the business operations and
financial conditions of Ramirent as at the date of this statement and their
expected future development;
- valuations and analysis made and commissioned by the Board as well
as discussions with external financial advisors;
- transaction certainty, and the conditions of the Tender Offer are
reasonable and customary;
- the ability to respond to possible third party proposals if
necessary to comply with the Board's fiduciary duties;
- other terms of the Tender Offer;
- the undertakings by the Company's certain shareholders to accept
the Tender Offer as referred to above; and
- the Fairness Opinion.
The Board has investigated and considered the trends in the markets and the
industry and certain strategic alternatives available to Ramirent. Such
alternatives include, but are not limited to, remaining an independent company,
and partnering with others. The Board has also considered the risks and
uncertainties associated with such alternatives.
Based on its overall assessment, taking into consideration the factors described
above, among other matters, the Board has concluded that the Tender Offer is a
more favourable alternative to Ramirent's shareholders compared to continuing
the business operations as an independent company or other potential strategic
alternatives available to Ramirent.
Recommendation of the Board
The Board has carefully assessed the Tender Offer and its terms and conditions
based on the draft Tender Offer Document, the Fairness Opinion, and other
Based on the foregoing, the Board believes that the Tender Offer and the
consideration offered by Loxam for the Shares are fair to the shareholders of
Ramirent. The Board also notes that the Tender Offer provides immediate value to
the shareholders of Ramirent.
Based on the above factors, the Board is pleased to unanimously recommend that
the shareholders of Ramirent accept the Tender Offer.
This statement of the Board is based on an assessment of the issues and factors
which the Board has concluded to be material in evaluating the Tender Offer,
including, but not limited to, the information and assumptions on the business
operations and finances of Ramirent as at the date of this statement and their
expected future development.
Four out of six members of the Board have participated in the decision-making
concerning this statement. The Board members Mr. Tobias Lönnevall and Mr. Kaj-
Gustaf Bergh did not participate in the decision. The evaluation of independence
of the members of the Board is available on the website of Ramirent.
The Board notes that the transaction may, as is common in such processes,
involve unforeseeable risks.
The Board further states that Ramirent's shareholders should also take into
account the potential risks related to non-acceptance of the Tender Offer. If
acceptance condition of more than 90 percent of the Shares and votes is waived,
the completion of the Tender Offer would reduce the number of Ramirent's
shareholders and the number of shares, which would otherwise be traded on Nasdaq
Helsinki. Depending on the number of Shares validly tendered in the Tender
Offer, this could have an adverse effect on the liquidity and value of the
shares in Ramirent.
Pursuant to Chapter 18 of the Finnish Companies Act, a shareholder with more
than 90 percent of all shares and votes in a company shall have the right to
acquire, and subject to a demand by the other shareholders, also have an
obligation to redeem, the shares owned by the other shareholders. Provided Loxam
acquires such amount of Shares, the Shares held by Ramirent's shareholders who
have not accepted the Tender Offer may be redeemed through compulsory redemption
proceedings under the Finnish Companies Act under the conditions set out
Ramirent has undertaken to comply with the Helsinki Takeover Code issued by the
Securities Market Association referred to in Chapter 11, Section 28 of the
Finnish Securities Markets Act.
This statement does not constitute an investment or tax advice, and the Board
does not specifically evaluate herein the general price development or the risks
relating to the Shares in general. The shareholders of Ramirent must
independently decide whether to accept the Tender Offer, and they should take
into account all relevant information available to them, including information
presented in the Tender Offer Document and this statement as well as any other
factors affecting the value of the Shares.
Ramirent is advised by Lazard AB as the financial advisor, and Hannes Snellman
Attorneys Ltd as the legal advisor.
Helsinki, June 14, 2019
The Board of Directors of Ramirent Plc
Appendix 1: Fairness Opinion
Ulf Lundahl, Chairman of the Board of Directors, Ramirent Plc
Tel. +46 70 820 4648
Jukka Havia, EVP and CFO, Ramirent Plc
Tel. +358 50 355 3757
Distribution: Nasdaq Helsinki, the main media, www.ramirent.com
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 by delivering 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).
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 INTO OR 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
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 United States 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
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 tender offer document. Any representation to the contrary is
a criminal offence in the United States.
This announcement is distributed by West Corporation on behalf of West Corporation
The issuer of this announcement warrants that they are solely responsible for the content,
accuracy and originality of the information contained therein.
Source: Ramirent Oyj via GlobeNewswire