Loxam SAS signed a combination agreement to acquire Ramirent Oyj (HLSE:RAMI) from Nordstjernan AB, Oy Julius Tallberg Ab, Ilmarinen Mutual Pension Insurance Company, The State Pension Fund (VER), Mandatum Henkivakuutusosakeyhtiö, Aktia Fund Management Company Ltd., Veritas Pension Insurance Company Ltd., Urtajgan Invest AB, OP-Finland Funds, Tapio Kolunsarka, Jukka Havia and others for approximately 970 million on June 10, 2019. The offer per share for the voluntary recommended public cash tender offer is 9, payable in cash. If the second instalment of Ramirent's 2018 annual dividend or any other distribution is paid to shareholders prior to Loxam SAS acquiring the remaining shares in the redemption proceedings, Loxam SAS intends to request for the redemption price to be reduced to account for the effect of such dividend or distribution on the offer price. The offer per share is subject to adjustment. Loxam SAS will finance the offer through debt facilities and cash on balance sheet. The debt facilities are made available under bridge facilities agreements of up to 1.5 billion in aggregate. The availability of the debt facilities is subject to customary "certain funds" conditions or conditions the satisfaction of which is within the control of Loxam SAS. Loxam has secured the required financing in connection to the acquisition. Ramirent has undertaken not to, directly or indirectly, initiate, solicit, or encourage any competing offer, or any inquiry for, indication of interest in or proposal for a competing offer or for any other transaction that is reasonably likely to lead to any transaction competing with or otherwise harm the tender offer, and to cease and cause to be terminated any discussions, negotiations or other activities related to any potential competing offer or proposal conducted prior to the signing date of the combination agreement. Once Loxam SAS has acquired more than 90% of the issued and outstanding shares and votes in Ramirent, it will, if necessary, initiate compulsory redemption proceedings in accordance with the Finnish Companies Act to acquire the remaining shares in Ramirent, and thereafter cause Ramirent's shares to be delisted from Nasdaq Helsinki as soon as permitted and practicable under applicable laws and regulations. Upon completion of the tender offer, Loxam SAS intends to change the composition of the Board of Directors of Ramirent to reflect the new ownership structure of Ramirent. Considering the high complementarity of both operations, the completion of the tender offer is not expected to have any material consequence on Ramirent's daily operations, the position of Ramirent's management, employees, or its business locations. The deal is subject to a certain customary conditions including Board of Directors of Ramirent having issued its recommendation that the shareholders of Ramirent accept the tender offer, and the recommendation remaining in full force and effect and not being cancelled or withdrawn or otherwise modified or changed in a manner detrimental to Loxam SAS and/or the tender offer, the receipt of all regulatory authorizations required for the completion of the tender offer, with the exception of Polish and Russian competition clearances, no law or judgment having been enacted, issued, promulgated, enforced or entered into, which is in effect and makes illegal, restrains, enjoins or otherwise prohibits the consummation of the tender offer in accordance with the combination agreement, no material adverse effect having occurred after the signing date of the combination agreement, the combination agreement not having been terminated and remaining in full force and effect and the undertakings by each of the major shareholders and the management shareholders to accept and tender their shares to the tender offer remaining in full force and effect in accordance with their terms and not being cancelled or withdrawn or otherwise modified or changed in a manner detrimental to Loxam SAS and/or the tender offer. The completion of the tender offer is also subject to Loxam SAS's announcement of the final result of the tender offer, including, among others, it gaining control of more than 90% of the outstanding shares and votes in Ramirent on a fully diluted basis. As of June 10, 2019 Loxam SAS does not expect the completion of the tender offer to be dependent on any regulatory authorizations. The offer is not subject to a financing condition. The major shareholders of Ramirent Nordstjernan AB and Oy Julius Tallberg Ab, as well as the President and Chief Executive Officer of Ramirent Tapio Kolunsarka and the Chief Financial Officer of Ramirent, Jukka Havia have irrevocably undertaken to accept the tender offer subject to certain customary conditions. The irrevocable undertakings represent jointly approximately 31.9% of the outstanding shares and votes of Ramirent. 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. On June 18, 2019, the Finnish Financial Supervisory Authority has today approved the Finnish language version of the tender offer document relating to the tender offer. Under the combination agreement, the Board of Directors of Ramirent has, in the event of a possible competing or superior offer, undertaken not to withdraw, modify or change its recommendation for the tender offer unless, after taking advice from its external legal advisor and financial advisor, the Board of Directors of Ramirent, on the basis of its fiduciary duties and due to materially changed circumstances, determines in good faith that the acceptance of the tender offer would no longer be in the best interest of the holders of outstanding shares. The Board of Directors may withdraw, modify or change its recommendation for the tender offer in accordance with the above only if prior to such withdrawal, modification or change the Board of Directors of Ramirent has given Loxam SAS a reasonable opportunity to agree with the Board of Directors of Ramirent on improving its tender offer provided pursuant to the combination agreement. 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 Loxam SAS in accordance with the terms and conditions of the tender offer. Subject to completion of the tender offer, the date for settlement of the completion of trades will be the completion date or the first Finnish banking day following such completion date. As of July 19, 2019, Loxam announced the preliminary results of tender offer. As per the preliminary results, Loxam received valid acceptance from 96% shareholders and announced that all condition have been fulfilled. The final results will be announced on or about July 23, 2019. In connection with the announcement of the final results, Loxam intends to commence a subsequent offer period in accordance with the terms and conditions of the tender offer on a date to be announced in the final result announcement. As of July 23, 2019, Loxam announced the final results of the tender offer, the shares tendered in the tender offer represent approximately 96.25% of all the issued shares in Ramirent. In order to allow the remaining shareholders the possibility to accept the tender offer, Loxam has decided to commence a subsequent offer period in accordance with the terms and conditions of the tender offer.
Loxam SAS completed the acquisition of Ramirent Oyj (HLSE:RAMI) from Nordstjernan AB, Oy Julius Tallberg Ab, Ilmarinen Mutual Pension Insurance Company, The State Pension Fund (VER), Mandatum Henkivakuutusosakeyhtiö, Aktia Fund Management Company Ltd., Veritas Pension Insurance Company Ltd., Urtajgan Invest AB, OP-Finland Funds, Tapio Kolunsarka, Jukka Havia and others on August 8, 2019. All the conditions have been fulfilled.