Nasdaq Helsinki Ltd: Boels Announces a Recommended Public Cash Tender Offer for All Shares in Cramo Plc

Boels Announces a Recommended Public Cash Tender Offer for All Shares in Cramo
Plc 



Cramo Plc / Boels Topholding B.V.
Inside Information
November 11, 2019 at 8.30 a.m. EET

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. 

Boels Announces a Recommended Public Cash Tender Offer for All Shares in Cramo
Plc 

Boels Topholding B.V. ("Boels" or the "Offeror") and Cramo Plc ("Cramo" or the
"Company") have on November 11, 2019 (the "Signing Date") entered into a
Combination Agreement (the "Combination Agreement") pursuant to which Boels
will make a voluntary recommended public cash tender offer to purchase all of
the issued and outstanding shares in Cramo that are not owned by Cramo or any
of its subsidiaries (the "Tender Offer"). In the Tender Offer, Cramo's
shareholders will be offered a cash consideration of EUR 13.25 for each share,
valuing Cramo's equity at approximately EUR 592 million. The Board of Directors
of Cramo has unanimously decided to recommend that the shareholders of Cramo
accept the Tender Offer. 

SUMMARY OF THE TENDER OFFER

  -- The offer price is EUR 13.25 in cash for each share in Cramo, cum dividend
     (the "Offer Price");

  -- The Offer Price represents a premium of approximately:

     -- 31.2 percent compared to the closing price of the Cramo share on Nasdaq
        Helsinki Ltd. ("Nasdaq Helsinki") on November 4, 2019, the last trading
        day prior to the announcement by Cramo that it was evaluating a
        potential tender offer on November 5, 2019 (the "Original Disclosure
        Date");

     -- 52.6 percent 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

     -- 50.8 percent compared to the volume-weighted average trading price of
        the Cramo share on Nasdaq Helsinki during the period from July 1, 2019,
        the day of the demerger of Adapteo Plc, to the Original Disclosure Date.


  -- The Board of Directors of Cramo has unanimously decided to recommend that
     the shareholders of Cramo accept the Tender Offer;

  -- 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 Mr. Leif Gustafsson have irrevocably undertaken to
     accept the Tender Offer subject to certain customary conditions. The
     irrevocable undertakings represent jointly approximately 18.9 percent of
     the outstanding shares and votes in Cramo;

  -- The completion of the Tender Offer is subject to certain customary
     conditions to be fulfilled on or by the date of the Offeror's announcement
     of the final result of the Tender Offer, including, among others, approvals
     by the relevant competition authorities, and the Offeror obtaining more
     than 90 percent of the outstanding shares and votes in Cramo on a fully
     diluted basis;

  -- The Offeror has committed financing in place, providing high deal
     certainty;

  -- The Offeror will, on or about November 25, 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
     November 25, 2019 and to expire in the first half of January 2020, and
     thus, to run for approximately seven (7) weeks, subject to any extension of
     the offer period by the Offeror in accordance with the terms and conditions
     of the Tender Offer.


BACKGROUND AND REASONS FOR THE TENDER OFFER

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 specialized 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. 

Pan-European leader in equipment rental

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, optimize fleets and retain and attract more talented staff. 

Strong and diversified geographic profile

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' 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. 

Strengthening of the joint platform in Central Europe

The combination of Boels and Cramo would have the opportunity to integrate
operations in Central Europe and capitalize on mutual best practices in terms
of fleet range, logistics and customer service levels. Boels feels that sharing
these best practices has the potential to further increase the commercial
success of the combined operations in Central Europe. 

Platform for growth

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 capitalizing on the benefits and extended financial and
operational leverage of an enlarged group. 

In addition, Boels values the current management and organization of Cramo
highly and is impressed by the successful development of the Company. 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. 

Commenting on the Tender Offer Pierre Boels, CEO of Boels said:

"Our vision is to build a European leader in the equipment rental market. We
have a strong conviction in the strategic combination of Boels and Cramo. The
combined company will be a leading player in Europe with a business in 17
countries, and a top-3 position in 12 of those. It will be well diversified in
terms of customers, business and geographies. We combine rental equipment,
data, safety and expertise to improve customer efficiency. Our companies know
each other well and have a good fit both strategically and culturally. We share
the same strategy, focusing on building scale locally to secure leading
positions in the countries where we operate. And we both hold our employees in
high regard. Boels appreciates the unanimous recommendation by the Board of
Cramo. We look forward to building a shared future together." 

Commenting on the Tender Offer Veli-Matti Reinikkala, Chairman of the Board of
Directors of Cramo said: 

"During the last years, we have worked hard to create value for our
shareholders. The demerger and spin-off of Adapteo was an important step to
create two independently focused and attractive companies, resulting also in
released shareholder value. For stand-alone Cramo, this has created the
opportunity to take part in the ongoing and important consolidation in Europe.
Boels is in that regard an excellent owner of and partner to Cramo. We also
believe that for our existing shareholders, the Offer Price represents an
attractive cash premium and is a reflection of the trust Boels has in Cramo as
a company and the strategy moving forward as one company. Taking into
consideration all aspects for all stakeholders, the Board of Directors of Cramo
has unanimously decided to recommend that shareholders of Cramo accept the
Tender Offer." 

Commenting on the Tender Offer Leif Gustafsson, CEO of Cramo said:

"Over the past year all our employees have worked hard to position Cramo in the
best possible way for the future. The demerger of our company was an important
milestone in creating a pure equipment rental focused Cramo. We have now
reshaped the company, launched a new strategy, taken the right steps to improve
performance and set the foundation to differentiate ourselves from the
competition. This work has paid off. Now the combination with Boels, which we
respect a lot, gives us the opportunity to take the next step in our commitment
to serving the interests of our clients, employees and other stakeholders.
Together with Boels we will make a leap forward to become a European leader in
our industry." 

THE TENDER OFFER IN BRIEF

The Offer Price is EUR 13.25 in cash for each share in Cramo. However, the
Offer Price is subject to adjustment for any new issuance of shares, including
reclassification, split (including a reverse-split) or any other similar
transaction with dilutive effect, including securities convertible into shares
or equity interests. The Offer Price is further subject to adjustment for the
payment of any dividends or other distributions of funds or assets 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, and any taxes triggered by such consideration, payable by the Offeror,
shall reduce the Offer Price accordingly on a euro-for-euro basis. 

The Offer Price represents a premium of approximately:

  -- 31.2 percent compared to the closing price of the Cramo share on Nasdaq
     Helsinki on November 4, 2019, the last trading day prior to the Original
     Disclosure Date;

  -- 52.6 percent 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;

  -- 50.8 percent compared to the volume-weighted average trading price of the
     Cramo share on Nasdaq Helsinki during the period from July 1, 2019, the day
     of the demerger of Adapteo Plc, to the Original Disclosure Date;

  -- 41.6 percent compared to the volume-weighted average trading price of the
     Cramo share on Nasdaq Helsinki during the 3-month period preceding the date
     of the announcement of the Tender Offer; and

  -- 4.8 percent compared to the closing price of the Cramo share on Nasdaq
     Helsinki on November 8, 2019, the last trading day prior to the
     announcement of the Tender Offer.


The offer period under the Tender Offer is expected to commence on or about
November 25, 2019 and to expire in the first half of January 2020, and thus, to
run for approximately seven (7) weeks, subject to any extension of the offer
period by the Offeror in accordance with the terms and conditions of the Tender
Offer. 

The detailed terms and conditions of the Tender Offer and information on how to
accept the Tender Offer will be included in the tender offer document expected
to be published by the Offeror on or about November 25, 2019. 

The Offeror and Cramo have undertaken to comply with the recommendation on
procedures to be followed in Finnish public tender offers issued by the Finnish
Securities Market Association, as amended from time to time (the "Helsinki
Takeover Code"). 

On the date of this stock exchange release, Cramo has 44,690,554 issued shares,
of which 44,682,697 are outstanding. Neither the Offeror nor any of its group
companies hold any shares in Cramo. The Offeror reserves the right to buy
shares before, during and/or after the offer period in public trading on Nasdaq
Helsinki or otherwise, in accordance with the requirements of applicable law. 

FINANCING OF THE TENDER OFFER

The Tender Offer is not subject to a financing condition. 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' 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. 

RECOMMENDATION BY THE BOARD OF DIRECTORS AND SUPPORT BY MAJOR SHAREHOLDERS

Consistent with their fiduciary duties, the Board of Directors of Cramo, with
the support of its financial and legal advisors, has carefully reviewed the
Tender Offer and given careful consideration to all relevant aspects of the
Tender Offer. The Board of Directors is of the opinion that Boels makes a
compelling offer representing a fair price and attractive premium to Cramo's
shareholders. The Board of Directors of Cramo has therefore unanimously decided
to recommend that the shareholders accept the Tender Offer. The Board of
Directors of Cramo will issue its complete statement on the Tender Offer in
accordance with the Finnish Securities Market Act before the commencement of
the Tender Offer. 

To support its assessment of the Tender Offer, the Board of Directors of Cramo
has received a 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 will be attached to the statement
of the Board of Directors of Cramo. 

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 Mr. Leif Gustafsson have irrevocably undertaken to accept
the Tender Offer subject to certain customary conditions. The irrevocable
undertakings represent jointly approximately 18.9 percent of the outstanding
shares and votes in Cramo. 

CONDITIONS TO COMPLETION

The completion of the Tender Offer will be subject to the satisfaction or
waiver by the Offeror of the following customary conditions: 

  1. the valid tender of outstanding shares representing, together with any
     other outstanding shares otherwise acquired by the Offeror by the result
     announcement date, more than ninety percent (90%) of the issued and
     outstanding shares and voting rights of the Company, on a fully diluted
     basis and calculated in accordance with Chapter 18 Section 1 of the Finnish
     Companies Act;

  2. the receipt of necessary regulatory approvals, permits and consents

required for the completion of the Tender Offer in accordance with the
     terms and conditions set out in the Combination Agreement;

  3. no material adverse change in respect of Cramo having occurred after the
     Signing Date and prior to the result announcement date;

  4. the Offeror not, after the Signing Date and prior to the result
     announcement date, having received information previously undisclosed to it
     that constitutes a material adverse change in respect of Cramo;

  5. no information made public during the three (3) years preceding the Signing
     Date and prior to the result announcement date by the Company pursuant to
     the EU Market Abuse Regulation or the Finnish Securities Market Act or
     disclosed by the Company to the Offeror as part of the due diligence
     information being materially inaccurate, incomplete, or misleading, and the
     Company during the three (3) years preceding the Signing Date and prior to
     the result announcement date 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 change;

  6. no court or regulatory authority of competent jurisdiction having given an
     order or issued any regulatory action preventing, postponing or materially
     challenging the completion of the Tender Offer;

  7. the Board of Directors of the Company having issued its unanimous
     recommendation that the shareholders of the Company accept the Tender Offer
     and the recommendation remaining in full force and effect and not being
     modified or changed to the detriment of the Tender Offer or cancelled;

  8. the Combination Agreement not having been terminated and remaining in force
     and no event having occurred that would give the Offeror the right to
     terminate the Combination Agreement; and

  9. the undertakings by each of the major shareholders and the management
     shareholder to accept the Tender Offer remaining in force in accordance
     with its terms.


Subject to the limitations set out in the Regulations and Guidelines 9/2013 of
the FIN-FSA and the Helsinki Takeover Code, and provided that the Company has
not cured the circumstances which give rise to the right to invoke the relevant
condition to completion within a predefined period and always at the latest
three (3) business days before the end of the Offer Period, the Offeror
reserves the right to withdraw the Tender Offer in the event that any of the
above conditions to completion is not fulfilled. 

The Offeror will make all necessary filings to obtain approvals from relevant
competition authorities. According to information currently available, the
Offeror expects the Tender Offer to be subject to merger control clearance by
the German and Austrian competition authorities, and to receive such clearances
within the anticipated offer period. 

COMBINATION AGREEMENT

The Combination Agreement between the Offeror and Cramo sets forth the
principal terms under which the Offeror will make the Tender Offer. 

Under the Combination Agreement, the Board of Directors of Cramo has, in the
event of a competing offer, undertaken not to change its recommendation for the
Tender Offer unless, the Board of Directors, on the basis of its fiduciary
duties, considers that, due to materially changed circumstances the acceptance
of the Tender Offer would no longer be in the best interest of Cramo's
shareholders. In the event of a competing offer, Boels will first be given the
opportunity to match such offer. If Boels matches the competing offer, the
Board of Directors of Cramo shall continue to recommend Boels' Tender Offer. 

As part of the Combination Agreement, Cramo has also entered into customary
undertakings not to solicit third party offers. 

The Combination Agreement further includes certain customary representations,
warranties and undertakings by both parties, such as conduct of business by
Cramo in the ordinary course of business before the completion of the Tender
Offer, and cooperation by the parties in making the necessary regulatory
filings. 

Once the Offeror has obtained more than 90 percent of the issued and
outstanding shares and votes in Cramo, the Offeror will initiate compulsory
redemption proceedings in accordance with the Finnish Companies Act 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 Combination Agreement may be terminated and the transaction abandoned by
Cramo or the Offeror under certain circumstances, including, among others, if a
court or authority order preventing the consummation of the transaction or a
material part of it has been issued or upon a material breach of any warranty
given by the Company or the Offeror. 

If the Combination Agreement is terminated in connection with the Board of
Directors of Cramo changing its recommendation for the Tender Offer as a result
of a competing offer or proposal, Cramo has undertaken to pay to the Offeror a
termination fee equal to the lower of the Offeror's actually incurred
reasonable costs for the preparation of the Tender Offer and EUR 5 million. 

ADVISORS

Boels has appointed Rothschild & Co and Duynstee Advisory as lead financial
advisors. Nordea Bank Abp is acting as Finnish financial advisor to Boels and
arranger in relation to the Tender Offer outside the United States. De Brauw
Blackstone Westbroek N.V. and Roschier, Attorneys Ltd. are acting as legal
advisors to Boels in connection with the Tender Offer. Hill+Knowlton Strategies
is acting as communications advisor. 

BNP Paribas acts as the financial advisor and Krogerus Attorneys Ltd as the
legal advisor to Cramo in connection with the Tender Offer. 

Media Enquiries Cramo:

Sohana Josefsson
SVP Marketing & Communication, Cramo Plc
M: [phone]
E: [e-mail]

Media Enquiries Boels:

Karl Emerick Hanuska

Hill+Knowlton Strategies

M: [phone]

E: [e-mail]

Investor Enquiries Cramo:

Aku Rumpunen
CFO, Cramo Plc
M: [phone]
E: [e-mail]

ABOUT BOELS

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 specialized 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. 

ABOUT CRAMO

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. 

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. 

For the avoidance of doubt, Nordea Bank Abp ("Nordea") is not registered as a
broker or dealer in the U.S. and will not be engaging in direct communications
relating to the Tender Offer with investors located within the U.S. (whether on
a reverse-inquiry basis or otherwise). 

Nordea, which is acting exclusively for the Offeror and no one else in
connection with the Tender Offer, will not be responsible to anyone other than
the Offeror for providing the protections afforded to clients of Nordea nor for
providing advice in relation to the Tender Offer or any other matter referred
to in this herein nor for providing advice to any such other person.