Cramo Plc Stock exchange release 20 November 2019 at 9.00 am (EET)
Statement of the Board of Directors of Cramo Plc regarding the recommended voluntary public cash tender offer by Boels Topholding B.V.
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 LEGAL INFORMATION" BELOW.
On 11 November 2019, Boels Topholding B.V. (the "Offeror" or "Boels") announced that it will make a recommended voluntary public cash tender offer to acquire all of the issued and outstanding shares in Cramo Plc ("Cramo") that are not held by Cramo or any of its subsidiaries (the "Shares") (the "Tender Offer").
The Board of Directors of Cramo (the "Cramo Board") has resolved on issuing the below statement regarding the Tender Offer as required by Chapter 11, Section 13, of the Finnish Securities Markets Act (746/2012, as amended).
Tender Offer in brief
Cramo and the Offeror have on 11 November 2019 entered into a combination agreement (the "Combination Agreement") setting out, inter alia, 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 approved by the Finnish Financial Supervisory Authority, expected to be published by the Offeror on or about 22 November 2019 (the "Tender Offer Document").
The offer price is EUR 13.25 in cash for each Share in Cramo validly tendered into the Tender Offer (the "Offer Price").
The Offer Price represents a premium of approximately:
- 31.2 per cent compared to the closing price of the Cramo Share on Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on 4 November 2019, the last trading day prior to the announcement by Cramo that it was evaluating a potential tender offer on 5 November 2019 (the "Original Disclosure Date");
- 52.8 per cent compared to the volume-weighted average trading price of the Cramo Share on Nasdaq Helsinki during the 3-month period prior to and up to the Original Disclosure Date; and
- 50.3 per cent compared to the volume-weighted average trading price of the Cramo Share on Nasdaq Helsinki during the period from 1 July 2019, the day of the demerger of Adapteo Plc, to the Original Disclosure Date.
The Offer Price is subject to the terms and conditions of the Tender Offer.
The Tender Offer was announced by the Offeror pursuant to Chapter 11, Section 9, of the Finnish Securities Markets act on 11 November 2019.
Major shareholders of Cramo, EQT Public Value Investments S.à r.l., Rakennusmestarien Säätiö sr and Varma Mutual Pension Insurance Company as well as the CEO of Cramo, Leif Gustafsson, have irrevocably undertaken to accept the Tender Offer subject to certain customary conditions. The irrevocable undertakings represent jointly approximately 18.9 per cent of the outstanding Shares and votes in Cramo.
The offer period under the Tender Offer is expected to commence on or about 25 November 2019 and is expected to expire in the first half of January 2020, and thus, to run for approximately seven weeks, subject to any extension of the offer period by the Offeror in accordance with the terms and conditions of the Tender Offer.
The completion of the Tender Offer is subject to the satisfaction or waiver by the Offeror of certain conditions on or prior to the Offeror's announcement of the final results of the Tender Offer including, among others, that approvals by the relevant regulatory authorities (including the competition authorities of Germany and Austria) have been received and the Offeror having gained control of more than 90 per cent of the Shares and voting rights in Cramo on a fully diluted basis.
Once the Offeror has obtained more than 90 per cent of the issued and outstanding Shares and votes in Cramo, the Offeror intends to initiate compulsory redemption proceedings in accordance with the Finnish Companies Act (624/2006, as amended) to acquire the remaining Shares in Cramo, and thereafter cause Cramo's shares to be delisted from Nasdaq Helsinki as soon as permitted and practicable under applicable laws and regulations.
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.
Background of the statement
Pursuant to the Finnish Securities Market Act, the Cramo Board has an obligation to prepare a public statement regarding the Tender Offer. The statement shall include a well-founded assessment of the Tender Offer from the perspective of Cramo 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 Cramo.
For the purposes of issuing this statement, the Offeror has submitted to the Cramo 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 15 November 2019.
In preparing this statement, the Cramo Board has relied on the information provided in the draft Tender Offer Document and has not independently verified the information included therein. Accordingly, the Cramo Board's assessments of the consequences of the Tender Offer on Cramo'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, Cramo
Information given by the Offeror in the Tender Offer Document
The Cramo Board has assessed the Offeror's strategic plans based on the statements made in Cramo's and the Offeror's announcement regarding the Tender Offer published on 11 November 2019 and the draft Tender Offer Document.
According to the draft Tender Offer Document:
- Boels is one of the most renowned equipment rental companies in Europe and the no. 1 player in the Benelux, focusing on equipment rental. Boels is a generalist but has throughout the years established specialised divisions. Since its founding in 1977, Boels has grown into a rental company with more than 4200 employees and over 450 depots in 11 countries. The strong expansion of activities is based on autonomous growth as well as a number of strategic acquisitions and has resulted in a doubling of turnover every five years. This makes Boels one of the fastest growing rental companies.
- Cramo is one of the leading European equipment rental services companies with revenue of EUR 632 million in 2018, serving approximately 150,000 customers through around 300 depots across 11 markets with a full range of machinery, equipment and related services. Cramo enjoys a solid market position in all its key markets and has a strong focus on the most sophisticated customers primarily within the renovation and new-build construction, industrial and public sector end-markets.
- The combination of Boels and Cramo would create a leading player in the European equipment rental market with combined annual revenues of approximately EUR 1,250 million and one of the largest depot networks in Europe (more than 750 depots). The enlarged group would create the opportunity to serve customers better, optimise fleets and retain and attract more talented staff.
- The enlarged group would be well diversified in terms of customers, business and geographic mix. The combination of Cramo's Scandinavian and Central European business with Boels's existing network in the Benelux, UK and DACH region (Germany, Austria and Switzerland) would create a true pan-European equipment rental player with increased scale and resilience. The combined business would be well positioned to grow its markets by leveraging this scale and footprint.
- The combination of Boels and Cramo would have the opportunity to integrate operations in Central Europe and capitalise on mutual best practices in terms of fleet range, logistics and customer service levels. Boels has stated that it feels that sharing these best practices has the potential to further increase the commercial success of the combined operations in Central Europe.
- The combined group would be in a position to further strengthen its prospects within the highly fragmented European market. Cramo would become the Scandinavian platform for the enlarged group, and Boels envisages to continue its growth and strengthen its positions and to further develop its footprint in the region, while capitalising on the benefits and extended financial and operational leverage of an enlarged group.
- Boels values the current management and organisation of Cramo highly and is impressed by the successful development of Cramo. The completion of the Tender Offer is not expected to have any immediate material effects on Cramo's operations, assets, the position of Cramo's management, employees or its business locations.
- As is customary, Boels intends to change the composition of the Board of Directors of Cramo after the completion of the Tender Offer to reflect the new ownership structure of Cramo.
The Cramo Board's assessment
The Cramo Board considers that the information on the strategic plans of the Offeror concerning Cramo included in the draft Tender Offer Document is given, as is typical for such a document, on a general level. Based on the Offeror's statements, the Cramo Board believes that the strategic plans of the Offeror pursuant to the Tender Offer would not have any immediate material effects on Cramo's operations, assets, the position of Cramo's management, employees or its business locations.
The Cramo Board shares the Offeror's view that the combined company would create the opportunity to serve customers better, optimise fleets and retain and attract more talented staff. Furthermore, the Cramo Board considers that the Offer Price and the reputation of Boels as strong player in equipment rental support the Offeror's ability to gain control of more than 90 percent of the Shares and thereby successfully complete the Tender Offer and subsequently integrate Cramo to the group.
The Cramo Board notes, however, that the Tender Offer may have an effect on employment in Cramo particularly with regard to overlapping functions. The Cramo Board believes that the final and long-term impact of the integration can be assessed only after the completion of the Tender Offer.
On the date of this statement, the Cramo Board has not received any formal statements as to the effects of the Tender Offer to the employment at Cramo from Cramo's employees.
Assessment of the Tender Offer from the perspective of Cramo and its shareholders
When evaluating the executed Combination Agreement and the Tender Offer, analysing alternative opportunities available to Cramo and concluding this statement, the Cramo Board has considered several factors, such as Cramo's recent financial performance, current trading position and future prospects, and the historical performance of the trading price of the Cramo Share.
The Cramo Board's assessment of continuing the business operations of Cramo as an independent equipment rental company has been based on reasonable forward-looking 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 Tender Offer and the completion of the Tender Offer.
In order to support its assessment of the Tender Offer, the Cramo Board has received a fairness opinion, dated 9 November 2019, concerning the Tender Offer (the "Fairness Opinion") from HLP Corporate Finance Oy to the effect that the consideration to be offered to the shareholders is fair from a financial point of view. The Fairness Opinion is attached as Appendix 1 to this statement.
The Cramo Board's assessment
The Cramo Board believes that the consideration offered by the Offeror in the Tender Offer is fair from the perspective of Cramo's shareholders on its assessment of the matters and factors, which the Cramo Board has concluded to be material in evaluating the Tender Offer. These matters and factors include, but are not limited to:
- 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);
- historical trading prices of the Shares;
- that the Offer Price will be paid fully in cash;
- information and assumptions on the business operations and financial conditions of Cramo as at the date of this statement and their expected future development;
- valuations and analysis made and commissioned by the Cramo Board as well as discussions with external financial advisors;
- the ability to respond to possible third party proposals if necessary to comply with the Cramo Board's fiduciary duties;
- other terms of the Tender Offer;
- the undertakings by certain shareholders of Cramo to accept the Tender Offer as referred to above; and
- the Fairness Opinion issued by HLP Corporate Finance Oy.
The Cramo Board has investigated and considered trends in the markets and the industry and certain strategic alternatives available to Cramo. Such alternatives include, but are not limited to, remaining an independent company. The Cramo Board has also considered the risks and uncertainties associated with such alternatives.
The Cramo Board has concluded that the business prospects of Cramo would provide opportunities for Cramo to further develop its business as an independent equipment rental company for the benefit of Cramo and its shareholders. However, based on its overall assessment, taking into consideration the factors described above, among other matters, the Cramo Board has concluded that the Tender Offer is a more favourable alternative to Cramo's shareholders compared to continuing the business operations as an independent company or other potential strategic alternatives available to Cramo.
Financing of the Tender Offer
Pursuant to the draft Tender Offer Document, the Offeror will finance the Tender Offer through debt facilities. The debt facilities are made available under underwritten senior loan facilities agreements sufficient to finance the acquisition of all outstanding Shares in Cramo, refinance all of Boels's and Cramo's outstanding debt and pay for associated transaction costs. 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 Tender Offer is not subject to a financing condition.
Recommendation of the Cramo Board
Cramo Board has carefully assessed the Tender Offer and its terms and conditions based on the draft Tender Offer Document provided by the Offeror, the Fairness Opinion, and other available information.
Based on the foregoing, the Cramo Board considers that the Tender Offer and the amount of the Offer Price are, under the prevailing circumstances, fair to shareholders of Cramo.
Given the above-mentioned viewpoints, the Cramo Board unanimously recommends that the shareholders of Cramo accept the Tender Offer.
All members of the Cramo Board have participated in the decision-making concerning this statement. The evaluation of independence of the members of the Cramo Board is available on Cramo's website.
The Cramo Board notes that the transaction may, as is common in such processes, involve unforeseeable risks.
The Cramo Board states that Cramo's shareholders should also take into account the potential risks related to non-acceptance of the Tender Offer. If the 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 Cramo's shareholders and the number of Shares, which would otherwise be available for trading 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 price of the Shares in Cramo.
Pursuant to the provisions in Chapter 18 of the Finnish Companies Act, a shareholder with more than 90 per cent 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 that the Offeror acquires such amount of Shares, the Shares held by Cramo'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 therein.
Cramo 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 investment or tax advice, and the Cramo Board specifically does not evaluate herein the general price development or the risks relating to the Shares in general. The shareholders of Cramo 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.
Cramo is advised by BNP Paribas as financial advisor and by Krogerus Attorneys Ltd as legal advisor.
Vantaa, 20 November 2019
Board of Directors
Veli-Matti Reinikkala, Chairman of the Board of Directors, tel: +41 795 832 902
Nasdaq Helsinki Ltd
Cramo is one of the leading European equipment rental services companies with revenue of EUR 632 million in 2018, serving approximately 150,000 customers through around 300 depots across 11 markets with a full range of machinery, equipment and related services. Cramo enjoys solid market position in all key markets and has a strong focus on the most sophisticated customers primarily within the renovation and new-build construction, industrial and public sector end-markets. Cramo shares (CRA1V) are listed on Nasdaq Helsinki Ltd.
Read more: www.cramogroup.com, www.twitter.com/cramogroup
IMPORTANT LEGAL 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 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 Cramo 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 Cramo's shareholders resident in the United States and is made on the same terms and conditions as those made to all other shareholders of Cramo to whom an offer is made. Any information documents, including this stock exchange release, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Cramo'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, Boels and its affiliates or brokers (acting as agents for Boels 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 Cramo or any securities that are convertible into, exchangeable for or exercisable for such shares of Cramo, 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 Cramo of such information. In addition, the financial advisers to Boels, or affiliates of the financial advisors, may also engage in ordinary course trading activities in securities of Cramo, 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 fairness of the merits of the Tender Offer or the adequacy or completeness of any tender offer document. Any representation to the contrary is a criminal offence in the United States.