Loxam S.A.S. Announces a Recommended Public Cash Tender Offer for All Shares of Ramirent Plc

Ramirent Plc
Inside Information
June 10, 2019 at 8.35 a.m. EEST

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Loxam S.A.S. Announces a Recommended Public Cash Tender Offer for All Shares of Ramirent Plc

Loxam S.A.S. ("Loxam" or the "Offeror") and Ramirent Plc ("Ramirent" or the "Company") have on June 10, 2019 entered into a Combination Agreement (the "Combination Agreement") pursuant to which Loxam will make a voluntary recommended public cash tender offer to purchase all of the issued and outstanding shares of Ramirent that are not owned by Ramirent or any of its subsidiaries (the "Tender Offer"). Through the transaction, Loxam and Ramirent will create a pan-European equipment rental leader. In the Tender Offer, Ramirent`s shareholders will be offered a cash consideration of EUR 9.00 for each share, valuing Ramirent`s equity at approximately EUR 970 million. The Board of Directors of Ramirent represented by a quorum formed by the conflict free board members has unanimously decided to recommend that the shareholders of Ramirent accept the Tender Offer.

SUMMARY OF THE TENDER OFFER

  • The offer price is EUR 9.00 in cash for each share in Ramirent, subject to adjustment as set out in the section titled "Tender Offer in Brief" below (the "Offer Price");

  • The Offer Price represents a premium of approximately:

    • 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 Board of Directors of Ramirent represented by a quorum formed by the conflict free board members has unanimously decided to recommend that the shareholders of Ramirent accept the Tender Offer;

  • The major shareholders of Ramirent Nordstjernan AB and Oy Julius Tallberg Ab, as well as the President and CEO of Ramirent Mr. Tapio Kolunsarka and the CFO of Ramirent Mr. Jukka Havia have irrevocably undertaken to accept the Tender Offer subject to certain customary conditions. The irrevocable undertakings represent jointly approximately 31.9 percent of the outstanding shares and votes of Ramirent;

  • The completion of the Tender Offer is subject to certain customary conditions to be fulfilled or waived by the Offeror on or by the date of the Offeror`s announcement of the final result of the Tender Offer, including, among others, the Offeror gaining control of more than 90 percent of the outstanding shares and votes in Ramirent on a fully diluted basis;

  • Loxam has secured the required financing in connection to the contemplated acquisition of Ramirent;

  • The Offeror will, on or about June 19, 2019, publish a tender offer document with detailed information about the Tender Offer;

  • The offer period under the Tender Offer is expected to commence on or about June 19, 2019 and to expire on or about July 18, 2019, subject to any extension of the offer period by the Offeror in accordance with the terms and conditions of the Tender Offer;

  • Once the Offeror has acquired more than 90 percent of the issued and outstanding shares and votes in Ramirent, the Offeror intends to initiate compulsory redemption proceedings in accordance with the Finnish Companies Act to acquire the remaining shares in Ramirent. Since the Offer Price is subject to adjustment for the payment of any dividends, the Offeror intends to request for the redemption price to be similarly reduced if the second instalment of Ramirent`s annual dividend or any other distribution is paid to shareholders prior to the Offeror acquiring the remaining shares in the redemption proceedings.