13 June 2019, 09:17
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.
“Loxam’s offer, at a substantial premium to the current share price, proves their strong belief in Ramirent’s future value creation potential.”
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.