Loxam S.A.S. Supplements the Tender Offer Document Relating to the Voluntary
Recommended Public Cash Tender Offer for All Shares Issued by Ramirent Plc
Ramirent Plc / Loxam S.A.S.
Stock Exchange Release
July 2, 2019 at 2:30 p.m. CEST / 3:30 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. Supplements the Tender Offer Document Relating to the Voluntary
Recommended Public Cash Tender Offer for All Shares Issued by Ramirent Plc
Loxam S.A.S. ("Loxam" or the "Offeror") has on June 19, 2019 commenced a
voluntary recommended public cash tender offer to purchase all of the issued
and outstanding shares in Ramirent Plc ("Ramirent") that are not held by
Ramirent or any of its subsidiaries (the "Tender Offer"). The acceptance period
under the Tender Offer commenced on June 19, 2019 at 9:30 a.m. (Finnish time)
and, as previously announced, will 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 Finnish Financial Supervisory Authority has today approved a supplement to
the tender offer document dated June 18, 2019 (the "Tender Offer Document")
relating to the Tender Offer (the "Supplement Document"). The Supplement
Document relates to the completion of Ramirent's acquisition of Stavdal AB,
which was announced by Ramirent on July 1, 2019. The Supplement Document and
the Stock Exchange Release (as defined below) have been attached as Annex 1 to
this release.
The Offeror supplements the Tender Offer Document as follows:
On July 1, 2019, Ramirent published a stock exchange release concerning the
completion of its acquisition of Stavdal AB (the "Stock Exchange Release"). In
connection with the completion of the Stavdal AB acquisition, Ramirent has
issued 5,848,341 new shares to the shareholders of Stavdal AB (the "Stavdal
Shares") (see annex F to the Supplement Document: Ramirent Stock Exchange
Release July 1, 2019: Ramirent completes the Stavdal acquisition - New shares
issued to complete the transaction have been registered").
Under the terms and conditions of the tender offer the issuance of the Stavdal
Shares does not impact the offer price of EUR 9.00 in cash offered for each
share in Ramirent validly tendered in accordance with the terms and conditions
of the tender offer.
On the date of the Supplement Document the number of issued shares in Ramirent
is 114,545,669, of which 113,612,217 are outstanding.
Furthermore, the Offeror reconfirms the Tender Offer Document's prior
statements as follows:
-- The offer condition (section 4.4.2 in the Tender Offer Document) concerning
the valid tender of more than ninety percent (90%) of the outstanding
shares in Ramirent shall be calculated against the aggregate of 113,612,217
outstanding shares in Ramirent (assuming no further dilution).
-- The Offeror has received irrevocable undertakings to accept the tender
offer subject to certain customary conditions from all the shareholders of
Stavdal AB, who received the Stavdal Shares in connection with the
completion of the acquisition of Stavdal AB. These irrevocable
undertakings, together with the other irrevocable undertakings set out in
the Tender Offer Document, represent together approximately 35.4 percent of
the outstanding shares and votes of Ramirent.
This means that acceptances for at least 102,250,996 Ramirent shares will need
to be received prior to the offer period expiring on July 18, 2019 for the
Tender Offer to go ahead, unless the Offeror waives the condition pursuant to
the terms and conditions of the Tender Offer. The Board of Directors of
Ramirent has unanimously recommended that the shareholders of Ramirent accept
the Tender Offer.
The tender offer document will be available with the Supplement Document in
Finnish from July 2, 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 with the Supplement Document will be
available in Finnish from July 2, 2019 onwards online at
www.loxamgroup.com/loxam-offer-for-ramirent, and
www.handelsbanken.fi/ostotarjous and in English from July 2, 2019 onwards
online at www.loxamgroup.com/loxam-offer-for-ramirent, and
www.handelsbanken.fi/tenderoffer.
Annex 1: Supplement Document and Stock Exchange Release
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 (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 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 LTD 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, or affiliates of the
financial advisors, may also engage in ordinary course trading activities in
securities of Ramirent, which may include purchases or arrangements to purchase
such securities.
Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Tender Offer, or passed any comment upon the adequacy or
completeness of any tender offer document. Any representation to the contrary
is a criminal offence in the United States.
Attachment:
https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=730505© 2019 GlobeNewswire
