Loxam SAS Announces a Recommended Public Cash Tender Offer for Ramirent Plc Shares
Loxam SAS (Loxam) and Ramirent Plc (Ramirent) announce that they have entered today into a 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.
Ramirent is a leading equipment rental company for the construction, industry and services sectors with operations in Scandinavia, Central Europe and Eastern Europe and a turnover of €712 million in 2018. It employs 2,900 staff in 9 countries through a network of 294 branches.
Loxam will offer Ramirent’s shareholders a cash consideration of €9 per share, valuing Ramirent’s equity at approximately €970 million.
This tender offer has received the unanimous support of the Board of Directors of Ramirent and its major shareholders: the Board of Directors has recommended this tender offer to the shareholders of Ramirent and major shareholders of Ramirent, Nordstjernan AB, Oy Julius Tallberg Ab as well as senior management have irrevocably undertaken to accept the tender offer subject to certain customary conditions. The irrevocable undertakings represent jointly approximately 32% percent of the outstanding shares of Ramirent.
The completion of the tender offer is subject to certain conditions to be fulfilled or waived by Loxam on the date of the announcement of the final result of the tender offer.
This strategic combination of Loxam and Ramirent would build the pan-European leader and third largest equipment rental company in the world. Both companies would benefit from a larger scale and higher resilience on the back of a more diverse international exposure, making their respective businesses balanced for the benefit of their customers, employees and financial stakeholders. Active on similar equipment rental markets, and being geographically complementary, both leaders share the same values: safety, workforce commitment, leadership and sustainability.
Upon completion of the transaction, the ambition of the enlarged group would be to continue its organic growth in the countries where it operates, and to provide high quality and proximity services to its clients.
Commenting on the Tender Offer – Gérard Déprez, President & CEO of Loxam:
“The combination of Ramirent and Loxam represents a unique opportunity to build a truly pan-European leader in the equipment rental market. Loxam has known, followed and highly regarded Ramirent for a number of years, and appreciates its experienced management team and employees, as well as its strong positions in all the markets where it operates. The acquisition of Ramirent is consistent with Loxam’s strategy to build a geographically diversified business, with improved scale, able to better serve its clients. The combination brings together two strong and financially resilient groups which are fully complementary.
Loxam appreciates the unanimous support from the Board of Ramirent and its largest shareholders for its Tender Offer and Loxam is looking forward to working with the Ramirent's management team and employees and continuing to build with them a successful business.”
Commenting on the Tender Offer – Ulf Lundahl, Chairman of the Board of Directors of Ramirent:
“Founded in 1955, Ramirent has developed into an equipment rental company with leading market positions in the Nordic region and in Eastern Europe. The Board of Directors is proud of what Ramirent has accomplished and we are thankful for the achievements of the management team and the engagement and hard work of all employees.
The offer from Loxam will create a truly pan European equipment rental company with an extensive offering, a well-diversified business mix and a platform for future growth to serve both client needs and employee development. Furthermore, the price offered by Loxam presents an attractive cash premium to our shareholders. With a history of making acquisitions and integrating companies I believe Loxam offers a good home for Ramirent.”
Commenting on the Tender Offer – Tapio Kolunsarka, CEO of Ramirent:
“Loxam’s offer, at a substantial premium to the current share price, proves their strong belief in Ramirent’s future value creation potential.
I am confident that we have the possibility to further accelerate growth and development and that we add important Nordic and Eastern European dimension to Loxam’s international presence.”
Loxam has appointed Deutsche Bank AG as lead financial advisor and Handelsbanken Capital Markets as financial advisor in connection with the Tender Offer. Handelsbanken Capital Markets is acting as the arranger of the Tender Offer.
Cleary, Gottlieb Steen & Hamilton LLP and Roschier, Attorneys Ltd. are acting as legal advisors to Loxam in connection with the Tender Offer.
Lazard 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.
The full offer announcement is available at https://www.loxamgroup.com/loxam-offer-for-ramirent/ .
Loxam is a longstanding player on the European equipment rental market in the world for the construction, industry, public works, services and events sectors. Loxam has over 7,900 employees and a network of over 760 branches extending over 13 countries in Europe as well as in the Middle East, Brazil, Colombia and Morocco. Loxam had revenue of EUR 1,482 million and operating profit of EUR 213 million in 2018. Loxam’s senior secured notes and senior subordinated notes are listed on the Official List of the Luxembourg Stock Exchange and traded on the Euro MTF market.
Ramirent is one of the leading companies in equipment rental in the Nordics and Eastern Europe, serving a broad range of customer sectors including construction industry, services, the public sector and households. Ramirent operates in Finland, Sweden, Norway, Estonia, Latvia, Lithuania, Czech Republic, Slovakia, and Poland. Ramirent has revenue of EUR 712 million and comparable operating profit of EUR 107 million in 2018. Ramirent has 2,900 employees and a network of 294 customer centers.
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 DISTRIBUTION OF THIS PRESS RELEASE MAY, IN SOME COUNTRIES, BE RESTRICTED BY LAW OR REGULATION. ACCORDINGLY, PERSONS WHO COME INTO POSSESSION OF THIS DOCUMENT SHOULD INFORM THEMSELVES OF AND OBSERVE THESE RESTRICTIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LOXAM DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR THE VIOLATION OF ANY SUCH RESTRICTIONS BY ANY PERSON. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF THAT JURISDICTION. NEITHER LOXAM NOR ANY OF ITS ADVISORS ASSUMES ANY RESPONSIBILITY FOR ANY VIOLATION BY ANY OF THESE RESTRICTIONS. ANY RAMIRENT SHAREHOLDER WHO IS IN ANY DOUBT AS TO HIS POSITION SHOULD CONSULT AN APPROPRIATE PROFESSIONAL ADVISOR WITHOUT DELAY.
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.
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