Nasdaq Helsinki Ltd
Announcement from the exchange
Loxam S.A.S. Commences Its Voluntary Recommended Public Cash Tender Offer for
All Shares in Ramirent Plc on June 19, 2019
Loxam S.A.S. Commences Its Voluntary Recommended Public Cash Tender Offer for
All Shares in Ramirent Plc on June 19, 2019
Ramirent Plc / Loxam S.A.S.
Stock Exchange Release June 18, 2019 at 2:45 p.m. CEST / 3:45 p.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. Commences Its Voluntary Recommended Public Cash Tender Offer for
All Shares in Ramirent Plc on June 19, 2019
Loxam S.A.S. ("
Loxam" or the "Offeror") and Ramirent Plc ("Ramirent" or the "Company")
announced on June 10, 2019 that they had on June 10, 2019 entered into a
combination agreement pursuant to which Loxam has undertaken to make a
voluntary recommended public cash tender offer to purchase all of the issued
and outstanding shares in Ramirent that are not owned by Ramirent or any of its
subsidiaries (the "Tender Offer").
The Finnish Financial Supervisory Authority has today approved the Finnish
language version of the tender offer document relating to the Tender Offer (the
"
Tender Offer Document"). The acceptance period under the Tender Offer will
commence on June 19, 2019 at 9:30 a.m. (Finnish time) and expire on July 18,
2019 at 4:00 p.m. (Finnish time) (the "Offer Period"). The Offeror reserves the
right to extend the Offer Period in accordance with the terms and conditions of
the Tender Offer.
The Tender Offer Document will be available in Finnish from June 19, 2019
onwards at the headquarters of Loxam, 89, avenue de la Grande Armée, 75219
Paris Cedex 16, France, the offices of Handelsbanken Capital Markets,
Itämerenkatu 11-13, FI-00180, Helsinki, Finland, and at Nasdaq Helsinki Ltd,
Fabianinkatu 14, FI-00130 Helsinki, Finland. The electronic version of the
Tender Offer Document will be available in Finnish from June 19, 2019 onwards
online at www.loxamgroup.com/loxam-offer-for-ramirent and
www.handelsbanken.fi/ostotarjous and the English language translation will be
available from June 19, 2019 onwards online at
www.loxamgroup.com/loxam-offer-for-ramirent, and
www.handelsbanken.fi/tenderoffer.
The offer price is EUR 9.00 in cash for each share in Ramirent (the "
Offer Price"). 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 March 14, 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 Board of Directors of Ramirent 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
(the "
Major Shareholders") and the President and CEO of Ramirent Mr. Tapio Kolunsarka
and the CFO of Ramirent Mr. Jukka Havia (the "Management Shareholders") have
irrevocably undertaken to accept the Tender Offer subject to certain customary
conditions.
In addition, the shareholders of Stavdal, Hammarviken Företagsutveckling AB,
Mr. Mikael Olsson, R A Research AB, Mr. Magnus Hellberg, Magnus Hellberg
Konsult AB, Dakota Finans AB, Richard Asp AB and Regestad Invest AB,
representing 100 percent of the Stavdal Shares and approximately 5.1 percent of
the shares in Ramirent (after taking into account the expected issuance of
5,848,341 Ramirent shares to the shareholders of Stavdal in connection with the
completion of the acquisition of Stavdal by Ramirent, which was announced by
Ramirent on April 8, 2019), have irrevocably undertaken to accept the Tender
Offer subject to certain customary conditions or to sell their Stavdal Shares
to the Offeror outside the Tender Offer at the Offer Price subject to the
completion of the Tender Offer. Combined with the irrevocable undertakings from
the Major Shareholders and the Management Shareholders, the irrevocable
undertakings represent jointly approximately 35.4 percent of the outstanding
shares and votes in Ramirent (after taking into account the expected issuance
of the Stavdal Shares).
The completion of the Tender Offer is, in accordance with the terms and
conditions of the Tender Offer, subject to certain conditions to be fulfilled
(unless waived by the Offeror) on or by the date of the Offeror’s announcement
of the final result of the Tender Offer. This includes the Offeror gaining
control of more than 90 percent of the outstanding shares and votes in Ramirent
on a fully diluted basis calculated in accordance with the terms and conditions
of the Tender Offer enclosed to this stock exchange release as Appendix 1.
Therefore, shareholders of Ramirent should ensure that acceptance forms are
submitted ahead of the expiry of the Offer Period on July 18, 2019 if they wish
to accept the Tender Offer, as the Offeror may decide not to complete the
Tender Offer as set forth in the terms and condition of the Tender Offer
including if the 90% acceptance condition is not met.
The acquisition is reportable to the Polish and Russian merger control
authorities. The Offeror does not anticipate any competition concerns in either
jurisdiction and the completion of the Tender Offer is not conditioned to the
receipt of clearances from the said authorities. The Offeror has not identified
any regulatory authorizations upon which the completion of the Tender Offer
would be dependent.
Most of the Finnish book-entry account operators are expected to send a
notification of the Tender Offer, including instructions and the relevant
acceptance form to their customers who are registered as shareholders in the
shareholders’ register of Ramirent maintained by Euroclear Finland Oy.
Shareholders of Ramirent who do not receive such instructions or an acceptance
form from their account operator should primarily contact their account
operator. Secondarily, shareholder of the Company can contact Handelsbanken
Capital Markets by sending an email to tenderoffer@handelsbanken.fi, where such
shareholders of the Company can receive information for submitting their
acceptance. If such shareholders are U.S. residents or located within the
United States, they may contact their brokers for the necessary information. A
shareholder in Ramirent whose shareholdings are registered in the name of a
nominee and who wishes to accept the Tender Offer shall effect such acceptance
in accordance with the nominee’s instructions. The Offeror will not send
acceptance forms or other documents related to the Tender Offer to such
shareholders in Ramirent.
The Offeror will announce the preliminary result of the Tender Offer on or
about the first (1st) Finnish banking day following the expiry of the Offer
Period. In connection with the announcement of the preliminary result of the
Tender Offer, the Offeror will announce whether the Tender Offer will be
completed subject to the conditions to completion being fulfilled or waived on
the date of the announcement of the final result of the Tender Offer, and
whether the Offer Period will be extended. The Offeror will announce the final
result on or about the third (3rd) Finnish banking day following the expiry of
the Offer Period. The announcement of the final result will confirm (i) the
percentage of the shares that have been validly tendered and not properly
withdrawn and (ii) whether the Tender Offer will be completed.
As permitted under Finnish law and other applicable law or regulation, the
Offeror may purchase shares in Ramirent also outside the Tender Offer on Nasdaq
Helsinki Ltd or otherwise prior to the expiry of the Offer Period or any
extended Offer Period or subsequent Offer Period, as the case may be.
The terms and conditions of the Tender Offer are enclosed in their entirety to
this stock exchange release (Appendix 1).
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
Jukka Havia, EVP and CFO, Ramirent Plc Tel. +358 50 355 3757
jukka.havia@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 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 Ltd (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 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 THETENDER 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 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, oraffiliates 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 tender offer document. Any representation to the contrary
is a criminal offence in the United States.
4. TERMS AND CONDITIONS OF THE TENDER OFFER
4.1 Object of the Tender Offer
Through a voluntary public cash tender offer in accordance with Chapter 11 of
the Finnish Securities Market Act (746/2012, as amended, the "
SMA") and subject to the terms and conditions set forth herein, Loxam S.A.S.
(the "Offeror") is offering to acquire all of the issued and outstanding shares
of Ramirent Plc (the "Company" or "Ramirent") (the "Shares" or, individually, a
"Share") that are not held by the Company or any of its subsidiaries, including
any Shares that are issued by the Company pursuant to the completion of the
Stavdal AB ("Stavdal") acquisition prior to the expiration of the Offer Period
(as defined below) or any extended Offer Period (the "Outstanding Shares") (the
"Tender Offer").
The Offeror and the Company have on June 10, 2019 entered into a combination
agreement (the "
Combination Agreement") pursuant to which the Tender Offer is being made by the
Offeror.
4.2 Offer Price
The Tender Offer was announced by the Offeror on June 10, 2019. The price
offered for each Share validly tendered in accordance with the terms and
conditions of the Tender Offer is EUR 9.00 in cash, subject to adjustment as
set out below (the "
Offer Price").
Should the Company decide to pay any dividend, including the second instalment
of the 2018 annual dividend of EUR 0.23, based on the decision of the annual
general meeting of shareholders of Ramirent held on March 14, 2019, interim
dividend or other kind of distribution, in any form, and such distribution is
paid to the Company shareholders before the Closing Date (as defined below) or
if a record date with respect to any of the foregoing occurs prior to the
Closing Date, the Offer Price shall be reduced accordingly on a euro-for-euro
basis. If between the date of the Combination Agreement and the Closing Date,
the Outstanding Shares shall have been changed into a different number of
shares or a different class by reason of any stock dividend, subdivision,
reclassification, split, reverse split, combination or exchange of shares, as a
result of a new share issue (other than the expected issuance of 5,848,341
Ramirent shares to the shareholders of Stavdal in connection with the
completion of the Stavdal acquisition, which was announced by Ramirent on April
8, 2019 (the "
Stavdal Shares")) or any other similar transaction with dilutive effect, then
the Offer Price shall be appropriately adjusted to take any such transaction
into account.
4.3 Offer Period
The offer period for the Tender Offer shall commence on June 19, 2019 at 9:30
a.m. (Finnish time) and expire on July 18, 2019 at 4:00 p.m. (Finnish time),
unless the offer period is extended as set forth below (the "
Offer Period").
The Offer Period may be extended by the Offeror (i) from time to time until the
Offer Conditions (as defined below) have been fulfilled or waived, (ii) in case
of any competing offer as referred to in Chapter 11, Section 17 of the SMA, and
(iii) with a Subsequent Offer Period (as defined below) in connection with the
announcement of the final result of the Tender Offer whereby the Offeror also
declares the Tender Offer unconditional, all in accordance with applicable
laws, including Section 14(e) of the Exchange Act and Regulation 14E
thereunder, and as set forth below.
The Offeror will announce a possible extension of the Offer Period through a
stock exchange release at the latest on July 19, 2019. The Offeror will
announce a possible extension of an already extended Offer Period at the latest
on the first (1st) Finnish banking day following the expiry of the extended
Offer Period. The duration of any possible extension of the Offer Period or an
already extended Offer Period shall be at least two (2) weeks from the date of
the announcement by the Offeror concerning such extension.
If the Offeror extends the Offer Period, the Offer Period will expire on the
date and at the time until which the Offeror extends the Offer Period unless
the extended Offer Period is discontinued as set forth below. The maximum
duration of the Offer Period (including any extension of the Offer Period) is
ten (10) weeks. However, if the Offer Conditions (as defined below) have not
been fulfilled due to a particular obstacle as referred to in the Regulations
and Guidelines
9/2013 on Takeover Bids and Mandatory Bids (as amended) issued by the Finnish
Financial Supervisory Authority (the "
FIN-FSA") such as, for example, pending approval by a regulatory authority, the
Offeror may extend the Offer Period beyond ten (10) weeks until such obstacle
has been removed and the Offeror has had a reasonable time to consider the
situation in question. The Offer Period may also be extended as required by
applicable law (e.g. in the event of a change in the Offer Price). The date of
the expiry of the extended Offer Period will in such case be published at least
two (2) weeks before such expiry. Further, any Subsequent Offer Period (as
defined below) may extend beyond ten (10) weeks.
The Offeror may discontinue any extended Offer Period should all the Offer
Conditions (as defined below) be fulfilled or waived by the Offeror before the
expiry of the extended Offer Period, and execute the sale and purchase of the
Shares validly tendered and not properly withdrawn in accordance with section "
– Terms of Payment and Settlement of Shares" below. Should the Offeror
discontinue the extended Offer Period, the Offeror will announce its decision
thereon through a stock exchange release as soon as possible after such
decision has been made and, in any case, at least two (2) weeks before the
expiry of the extended Offer Period to be discontinued. If the Offeror
discontinues the extended Offer Period, the extended Offer Period will expire
on such earlier date and at the time indicated in such announcement made by the
Offeror.
The Offeror also reserves the right to extend the Offer Period in connection
with the announcement of the final result of the Tender Offer as set forth in
section "
– Announcement of the Result of the Tender Offer" below (such extended Offer
Period shall be referred to as the "Subsequent Offer Period"). In the event of
such Subsequent Offer Period, the Subsequent Offer Period will expire on the
date and at the time determined by the Offeror in the announcement concerning
the final result of the Tender Offer. The expiration of a Subsequent Offer
Period will be announced at least two (2) weeks before the expiry of such
Subsequent Offer Period.
4.4 Conditions to Completion of the Tender Offer
The obligation of the Offeror to accept for payment the tendered Outstanding
Shares and to complete the Tender Offer shall be subject to the fulfillment or,
to the extent permitted by applicable laws, waiver by the Offeror of the
following conditions (jointly the "
Offer Conditions") on or prior to the date of the Offeror’s announcement of the
final result of the Tender Offer in accordance with Chapter 11, Section 18 of
the SMA (date of such announcement of the final result, the "Result
Announcement Date"):
1. 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;
2. 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 Result Announcement Date 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 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
(calculated based on the number of Shares issued and outstanding at such time
plus the number of all shares in the Company agreed to be issued by the Company
or issuable upon the exercise by any person of any options, warrants,
convertible notes or rights to purchase, subscribe for or be allocated,
newly-issued Shares or treasury Shares)
1;
1
This Offer Condition takes into account whether the issuance of the Stavdal
Shares is completed prior to or after the expiry of the Offer Period, or not at
all. Whether the Stavdal Shares are issued prior to or after the expiry of the
Offer Period, the 90% acceptance condition is calculated against the aggregate
of the current 107,763,876 outstanding Ramirent shares (assuming no further
dilution) and the expected 5,848,341 Stavdal Shares to be issued (in the
aggregate, 113,612,217 Ramirent shares). If the Stavdal Shares are issued prior
to the expiry of the Offer Period, they will be included in the 90% acceptance
condition if they are tendered in the Tender Offer (the Stavdal Shareholders
have agreed to tender their shares into the Tender Offer pursuant to the
Stavdal Irrevocable Undertakings, which may be terminated under certain
circumstances, including if the Offer Conditions will not be satisfied). If the
Stavdal Shares are issued after the expiry of the Offer Period, they will be
included in the 90% acceptance condition if the Stavdal Shareholders are bound
to sell them to the Offeror outside the Tender Offer (the Stavdal Shareholders
have undertaken to sell the Stavdal Shares to the Offeror at the Offer Price if
the Stavdal Shares are issued after the expiry of the Offer Period; the Stavdal
Irrevocable Undertakings may be terminated under certain circumstances,
including if the Offer Conditions will not be satisfied). If the Stavdal
acquisition were not to be completed at all (because the conditions precedent
would not be met), the 90% acceptance condition would be calculated
against the current 107,763,876 outstanding Ramirent shares, because no Stavdal
Shares would become issuable. For purposes of calculating acceptances under the
90% acceptance condition, the Offeror will assume that the Stavdal acquisition
will be completed and the Stavdal Shares will be issued, unless on or before
the expiry of the Offer Period Ramirent has publicly announced that the Stavdal
acquisition will not be completed in accordance with its terms.
3. the receipt of all required authorizations, such as approvals, consents,
permits, licenses, rulings, waivers, exemptions, authorizations or orders
(other than from the relevant antitrust authorities in Poland and Russia),
including (to the extent applicable) that any conditions or obligations set
forth in such authorizations that are necessary to allow the consummation of
the Tender Offer have been satisfied or complied with to the extent necessary;
4. no law or Judgment (as defined below) (including without limitation a
Judgement 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;
5. no Material Adverse Effect (as defined below) having occurred after the
signing date of the Combination Agreement;
6. the Offeror not, after the signing date of the Combination Agreement, having
received information previously undisclosed to it that constitutes a Material
Adverse Effect;
7. 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;
8. the Combination Agreement not having been terminated and remaining in full
force and effect; and
9. 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.
"
Material Adverse Effect" means
(A) any divestment or reorganization of all or any material part of the assets
of the Company, its subsidiaries and its joint ventures, taken as a whole,
after the signing date of the Combination Agreement, or
(B) any fact, circumstance, event, condition, development, change or occurrence
(any such item an "
Effect") that, individually or in the aggregate with all other Effects, has or
is reasonably likely to have a material adverse effect on the business, assets,
results of operations, financial condition or prospects of the Company, its
subsidiaries and its joint ventures taken as a whole; provided, however, that
the following shall not be considered in determining whether a Material Adverse
Effect has occurred:
1. any Effect in political, financial, industry, economic or regulatory
conditions generally so long as such Effect does not have a materially
disproportionate effect on the Company relative to other companies in the same
industry in Finland;
2. any Effect resulting from or caused by natural disasters, outbreak of major
hostilities or any act of war or terrorism so long as such Effect does not have
a materially disproportionate effect on the Company relative to other companies
in the same industry in Finland;
3. any Effect resulting from any actions taken by the Company at the express
request or written direction of the Offeror;
4. any Effect attributable to i) an act or omission carried out or omitted by
the Offeror in connection with the Offer, or ii) the announcement or completion
of the Tender Offer (including the effect of any change of control or similar
clauses in contracts entered into by the Company, its subsidiaries and its
joint ventures but only to the extent such contracts or clauses have been
Fairly Disclosed (as defined below) as part of the due diligence information);
or
5. any matters that have been Fairly Disclosed as part of the due diligence
information, including any information published by the Company on its website
through a stock exchange release or press release of the Company on or prior to
June 7, 2019.
"
Judgment" means any award, decision, decree, injunction, judgment or order
entered, issued, made or rendered by any court, administrative agency or other
authority or by any arbitrator or arbitration tribunal.
"
Fairly Disclosed" means disclosure of an actual fact or reasonably likely event
in the disclosed information, including data room information and any
information published by the Company on its website through a stock exchange
release or press release on or prior to June 7, 2019, in a sufficiently clear
and detailed manner as to enable a professional and prudent offeror having
completed its review of the disclosed information with the support of its
professional advisors in the position of the Offeror, to reasonably identify
the nature, scope and effects of such fact or event so disclosed.
The Offeror reserves the right to withdraw the Tender Offer in the event that
any of the above Offer Conditions is not fulfilled.
However, the Offeror can 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 Closing
Condition have a significant meaning to the Offeror in view of the Tender
Offer, as referred to in the Regulations and Guidelines 9/2013 on Takeover Bids
and Mandatory Bids (as may be amended or re-enacted from time to time) issued
by the FIN-FSA and the Helsinki Takeover Code.
The Offer Conditions set out herein are the exhaustive conditions for the
completion of the Tender Offer.
The acquisition is reportable to the Polish and Russian merger control
authorities. The Offeror does not anticipate any competition concerns in either
jurisdiction and the completion of the Tender Offer is not conditioned to the
receipt of clearances from the said authorities. The Offeror has not identified
any regulatory authorizations upon which the completion of the Tender Offer
would be dependent.
The Offeror reserves the right to waive, to the extent permitted by applicable
laws and regulations, any of the Offer Conditions that have not been satisfied.
If all the Offer Conditions have been fulfilled or the Offeror has waived the
requirement for the fulfilment of all or some of them which will be announced
by a stock exchange release no later than at the time of announcement of the
final result of the Tender Offer, the Offeror will complete the Tender Offer in
accordance with the terms and conditions after the expiration of the Offer
Period by purchasing Shares validly tendered in the Tender Offer and paying the
Offer Price to the shareholders that have validly accepted the Tender Offer.
The Tender Offer will be completed after the expiration of the Offer Period in
accordance with " –
Terms of Payment and Settlement of Shares" below with respect to all
shareholders of Ramirent who have validly accepted the Tender Offer.
4.5 Obligation to increase the Offer Price or to pay compensation
The Offeror reserves the right, to the extent permitted by applicable law or
regulation, including Rule 14e-5 under the Exchange Act, to acquire Shares in
public trading on Nasdaq Helsinki or otherwise outside of the Tender Offer
before, during and after the Offer Period (including any extension thereof) and
any Subsequent Offer Period.
If the Offeror or any party acting in concert with it as referred to in Chapter
11, Section 5 of the SMA acquires, after the announcement of the Tender Offer
and before the expiry of the Offer Period, Shares at a higher price than the
Offer Price or otherwise on terms that are more favourable than those of the
Tender Offer, the Offeror must according to Chapter 11, Section 25 of the SMA
amend the terms and conditions of the Tender Offer to correspond to such
acquisition on more favourable terms (
obligation to increase the offer). The Offeror shall then, without delay, make
public the triggering of the obligation to increase the offer and pay, in
connection with the completion of the Tender Offer, the difference between the
more favourable acquisition terms and the consideration offered in the Tender
Offer to the holders of securities who have accepted the Tender Offer.
If the Offeror or any party acting in concert with it as referred to in Chapter
11, Section 5 of the SMA acquires, during the nine (9) months following the
expiry of the Offer Period, Shares at a higher price than the Offer Price or
otherwise on terms that are more favorable than those of the Tender Offer, the
Offeror must according to Chapter 11, Section 25 of the SMA, compensate those
holders of securities who have accepted the Tender Offer for the amount equal
to the difference between the more favorable acquisition terms and the
consideration offered in the Tender Offer (
obligation to compensate). The Offeror shall then, without delay, make public
the triggering of the obligation to compensate and pay the difference between
the more favorable acquisition terms and the consideration offered in the
Tender Offer within one (1) month after the triggering of the obligation to
compensate to the holders of securities who have accepted the Tender Offer.
According to Chapter 11,Section 25, Subsection 5 of the SMA, the obligation to
compensate shall, however, not be triggered in case the payment of a higher
price than the Offer Price is based on an arbitral award pursuant to the
Finnish Companies Act, provided that the Offeror or any party acting in concert
with it as referred to in Chapter 11, Section 5 of the SMA has not offered to
acquire Shares on terms that are more favorable than those of the Tender Offer
before or during the arbitral proceedings.
4.6 Acceptance Procedure of the Tender Offer
The Tender Offer may be accepted by a shareholder registered during the Offer
Period in the shareholders’ register of Ramirent, with the exception of
Ramirent and its subsidiaries. The Tender Offer must be accepted separately for
each book-entry account. A shareholder of the Company giving the acceptance
must have a cash account with a financial institution operating in Finland or
abroad (see also sections "
– Terms of Payment and Settlement of Shares" and " – Important Information"). A
shareholder may only accept the Tender Offer unconditionally and with respect
to all Shares on the book-entry account mentioned in the acceptance form on the
date and time of the execution of the sale and purchase of the Shares. An
acceptance given during the Offer Period is effective also until the end of any
extended Offer Period.
Most of the Finnish book-entry account operators are expected to send a
notification of the Tender Offer, including instructions and the relevant
acceptance form to their customers who are registered as shareholders in the
shareholders’ register of the Company maintained by Euroclear Finland Oy ("
Euroclear"). Shareholders of Ramirent who do not receive such instructions or
an acceptance form from their account operator should primarily contact their
account operator. Secondarily, shareholder of the Company can contact
Handelsbanken Capital Markets by sending an email to
tenderoffer@handelsbanken.fi, where such shareholders of the Company can
receive information for submitting their acceptance, or, if such shareholders
are U.S. residents or located within the United States, they may contact their
brokers for the necessary information.
A shareholder in the Company whose shareholdings are registered in the name of
a nominee and who wishes to accept the Tender Offershall effect such
acceptance in accordance with the nominee’s instructions. The Offeror will not
send acceptance forms or other documents related to the Tender Offer to such
shareholders of the Company.
A shareholder of the Company who is registered as a shareholder in the
shareholders’ register of the Company and who wishes to accept the Tender Offer
shall submit a properly completed and duly executed acceptance form to the
account operator managing the shareholder’s book-entry account in accordance
with its instructions and within the time limit set by the account operator or,
in the case such account operator does not accept acceptance forms (e.g.
Euroclear), such shareholder shall contact primarily their own bank to give
his/her acceptance to tender the Shares, or secondarily contact Handelsbanken
Capital Markets by sending an email to tenderoffer@handelsbanken.fi for further
information. The acceptance form shall be submitted so that it is received
during the Offer Period or, if the Offer Period has been extended, during such
extended Offer Period, however, always in accordance with the instructions of
the relevant account operator. In the event of a Subsequent Offer Period, the
acceptance form shall be submitted so that it is received during the Subsequent
Offer Period, however, always in accordance with the instructions of the
relevant account operator.
Pledged Shares may only be tendered with the consent of the relevant pledgee.
The obtaining of such consent shall be the responsibility of the relevant
shareholder in the Company. The consent by the pledgee shall be delivered to
the account operator in writing.
The method of delivery of acceptance forms is at the shareholder’s option and
risk, and the delivery will be deemed made only when actually received by the
relevant account operator. The Offeror reserves the right to reject any
acceptance given in an incorrect or incomplete manner. The Offeror may also
reject any partial tender of the Shares per book-entry account.
By accepting the Tender Offer, the shareholder of the Company authorizes the
account operator managing the shareholder’s book-entry account to enter a
transfer restriction or a sales reservation on the shareholder’s book-entry
account after the shareholder has delivered its acceptance of the Tender Offer.
In addition, the shareholder who has accepted the Tender Offer authorizes the
account operator managing the shareholder’s book-entry account to perform the
necessary entries and to take all other actions required to technically execute
the Tender Offer and to sell all the Shares held on such book-entry account at
the time of the execution of trades under the Tender Offer to the Offeror in
accordance with the terms and conditions of the Tender Offer.
A shareholder that has validly accepted the Tender Offer and that has not
properly withdrawn its acceptance in accordance with the terms and conditions
of the Tender Offer may not sell or otherwise dispose of its tendered Shares. A
transfer restriction in respect of the Shares will be registered in the
relevant book-entry account after a shareholder has submitted the acceptance
for the Tender Offer. If the Tender Offer is not completed or if the acceptance
is properly withdrawn by the shareholder in accordance with the terms and
conditions of the Tender Offer, the transfer restriction registered on the
tendered Shares in the relevant book-entry account will be removed as soon as
possible and within approximately three (3) Finnish banking days following the
announcement that the Tender Offer will not be completed or the receipt of a
notice of withdrawal in accordance with the terms and conditions of the Tender
Offer.
Legal entity shareholders must have a valid LEI code (Legal Entity Identifier)
when giving their acceptance to the Tender Offer.
4.7 Withdrawal Rights
In accordance with Chapter 11, Section 16, Subsection 1 of the SMA, the
acceptances for the Shares validly tendered in accordance with the terms and
conditions of the Tender Offer may be withdrawn at any time during the Offer
Period or, if the Offer Period has been extended, during such extended Offer
Period, until the Offeror has announced that all the Offer Conditions have been
fulfilled or the Offeror has waived the right to invoke them, thereby declaring
the Tender Offer unconditional. After such announcement, the acceptances for
the Shares already tendered may no longer be withdrawn except in the event that
a third party announces a competing public tender offer for the Shares before
the execution of the sale and purchase of the Shares in accordance with section
"
– Terms of Payment and Settlement of Shares" below. The holders of the Shares
validly tendered may also withdraw their acceptance during the Offer Period if
the Offer Period has lasted over ten (10) weeks and the Tender Offer has not
been completed.
The proper withdrawal of the acceptance for the Shares validly tendered
requires that a written notice of withdrawal is submitted to the same account
operator to whom the acceptance form with respect to such Shares was submitted.
In
case of holdings that are registered in the name of a nominee, the holders of
Shares shall instruct the nominee to submit the notice of withdrawal.
If a holder of Shares registered in the Finnish book-entry securities system
withdraws his/her acceptance of the Tender Offer in accordance with the terms
and conditions of the Tender Offer, the transfer restriction registered on the
tendered Shares in the relevant book-entry account will be removed as soon as
possible and within approximately three (3) Finnish banking days following the
receipt of a notice of withdrawal in accordance with the terms and conditions
of the Tender Offer.
Shares for which an acceptance is withdrawn may be re-tendered by following the
acceptance procedures described in section "
– Acceptance Procedure of the Tender Offer" above at any time prior to the
expiry of the Offer Period or, if the Offer Period has been extended, prior to
the expiry of such extended Offer Period or during the Subsequent Offer Period,
if any.
The account operator managing the relevant book-entry account or the nominee
may charge a fee for withdrawals in accordance with its price list.
In the event of a Subsequent Offer Period, the acceptance of the Tender Offer
shall be binding and cannot be withdrawn, unless otherwise provided under
mandatory law.
4.8 Announcement of the Result of the Tender Offer
The Offeror will announce the preliminary result of the Tender Offer on or
about the first (1st) Finnish banking day following the expiry of the Offer
Period or, if applicable, the extended or discontinued Offer Period. The
Offeror will announce the final result on or about the third (3rd) Finnish
banking day following the expiry of the Offer Period or, if applicable, the
extended or discontinued Offer Period. The announcement of the final result
will confirm (i) the percentage of the Shares that have been validly tendered
and not properly withdrawn and (ii) whether the Tender Offer will be completed.
In the event of a Subsequent Offer Period, the Offeror will announce the
initial percentage of the Shares validly tendered during the Subsequent Offer
Period on or about the first (1st) Finnish banking day following the expiry of
the Subsequent Offer Period and the final percentage on or about the third
(3rd) Finnish banking day following the expiry of the Subsequent Offer Period.
4.9 Terms of Payment and Settlement of Shares
The sale and purchase of the Shares validly tendered and not properly withdrawn
in accordance with the terms and conditions of the Tender Offer will be
executed on or about the fourth (4th) Finnish banking day following the expiry
of the Offer Period, or if the Offer Period has been extended or discontinued,
the expiry of the extended or discontinued Offer Period (the "
Execution Date"). The sale and purchase of the Shares will take place on Nasdaq
Helsinki if permitted by the rules applicable to securities trading on Nasdaq
Helsinki. Otherwise, the sale and purchase of the Shares will take place
outside of Nasdaq Helsinki.
The date for the settlement of the above completion of trades (the "
Closing Date") will be the Execution Date or the first (1st) Finnish banking
day following the Execution Date. The payment of the Offer Price will be made
on the Closing Date into the bank account connected to the shareholder’s
book-entry account or, in the case of shareholders whose holdings are
registered in the name of a nominee, into the bank account specified by the
custodian or nominee. In any event, the Offer Price will not be paid to a bank
account situated in Canada, Japan, Australia, South Africa or Hong Kong or any
other jurisdiction where the Tender Offer is not to be made (see section
"Important information"), and all guidance from custodians or nominees
specifying bank accounts in such jurisdictions will be rejected. Actual time of
receipt for the payment by the shareholder will depend on the schedules of
money transactions between financial institutions and agreements between the
holder and account operator, custodian or nominee in each case.
In the event of a Subsequent Offer Period, the Offeror shall in connection with
the announcement thereof announce the terms of payment and settlement for the
Shares tendered during the Subsequent Offer Period. The completion
trades of the Shares validly tendered in accordance with the terms and
conditions of the Tender Offer during the Subsequent Offer Period shall,
however, be executed at least within two (2) week intervals.
The Offeror reserves the right to postpone the payment of the Offer Price if
payment is prevented or suspended due to a force majeure event, but shall
immediately effect such payment once the force majeure event preventing or
suspending payment is resolved.
If all the Offer Conditions are not met and the Offeror does not waive these
conditions or extend the Offer Period, the Tender Offer will be terminated and
no consideration will be paid for the tendered Shares.
4.10 Transfer of Ownership
Title tothe Shares validly tendered in the Tender Offer will pass to the
Offeror against the payment of the Offer Price by the Offeror to the tendering
shareholder.
4.11 Transfer Tax and Other Payments
The Offeror will pay the transfer taxes, if any, relating to the sale and
purchase of the Shares in connection with the completion of the Tender Offer.
Fees charged by account operators, asset managers, nominees or any other person
for registering the release of any pledges or other possible restrictions
preventing a sale of the relevant Shares, as well as fees relating to a
withdrawal of the tender by a shareholder in accordance with section "
– Withdrawal Rights" above, will be borne by each shareholder. The Offeror
shall be responsible for other customary costs relating to book-entry
registrations required for the purposes of the Tender Offer, the sale and
purchase of the Shares tendered under the Tender Offer or the payment of the
Offer Price.
The receipt of cash pursuant to the Tender Offer by a shareholder may be a
taxable transaction for the respective shareholder under applicable tax laws,
including those of the country of residency of the shareholder. Any tax
liability arising to a shareholder from the receipt of cash pursuant to the
Tender Offer shall be borne by the respective shareholder. Each shareholder is
urged to consult its independent professional adviser regarding the tax
consequences of accepting the Tender Offer.
4.12 Other Matters
This Tender Offer Document and the Tender Offer are governed by Finnish law.
Any disputes arising out of or in connection with the Tender Offer will be
settled by a court of competent jurisdiction in Finland.
The Offeror reserves the right to amend the terms and conditions of the Tender
Offer in accordance with Chapter 11, Section 15, Subsection 2 of the SMA,
subject to the provisions of the Combination Agreement.
Subject to the provisions of the Combination Agreement, the Offeror reserves
the right to extend the Offer Period and to amend the terms and conditions of
the Tender Offer (including a potential withdrawal of the Tender Offer) in
accordance with Chapter 11, Section 17 of the SMA if, during the Offer Period
or any extended Offer Period, a third party announces a competing public tender
offer for the Shares.
The Offeror shall have sole discretion to determine all other issues relating
to the Tender Offer, subject to the requirements of applicable law as well as
the provisions of the Combination Agreement.