PARIS–(BUSINESS WIRE)–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/.
ABOUT Loxam
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.
ABOUT Ramirent
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.
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 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.
Contacts
Virginie Adam : +33 (0)1 41 38 95 20 – [email protected]
Dominique
Flam : +33 (0)1 41 38 95 21 – [email protected]
Eugénie
Gojon : +33 (0)1 41 38 95 22 – [email protected]
