Loxam S.A.S. Commences Its Voluntary Recommended Public Cash Tender Offer for All Shares in Ramirent Plc on June 19, 2019

Ramirent Plc
Stock Exchange Release
June 18, 2019 at 3.50 p.m. EEST

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 INFORMATION” BELOW.

Loxam S.A.S. Commences Its Voluntary Recommended Public Cash Tender Offer for All Shares in Ramirent Plc on June 19, 2019

Loxam S.A.S. (“Loxam” or the “Offeror“) and Ramirent Plc (“Ramirent” or the “Company“) announced on June 10, 2019 that they had on June 10, 2019 entered into a combination agreement pursuant to which Loxam has undertaken to make a voluntary recommended public cash tender offer to purchase all of the issued and outstanding shares in Ramirent that are not owned by Ramirent or any of its subsidiaries (the “Tender Offer“).

The Offeror has today published the following information:

The Finnish Financial Supervisory Authority has today approved the Finnish language version of the tender offer document relating to the Tender Offer (the “Tender Offer Document“). The acceptance period under the Tender Offer will commence on June 19, 2019 at 9:30 a.m. (Finnish time) and expire on July 18, 2019 at 4:00 p.m. (Finnish time) (the “Offer Period“). The Offeror reserves the right to extend the Offer Period in accordance with the terms and conditions of the Tender Offer.

The Tender Offer Document will be available in Finnish from June 19, 2019 onwards at the headquarters of Loxam, 89, avenue de la Grande Armée, 75219 Paris Cedex 16, France, the offices of Handelsbanken Capital Markets, Itämerenkatu 11-13, FI-00180, Helsinki, Finland, and at Nasdaq Helsinki Ltd, Fabianinkatu 14, FI-00130 Helsinki, Finland. The electronic version of the Tender Offer Document will be available in Finnish from June 19, 2019 onwards online at www.loxamgroup.com/loxam-offer-for-ramirent and www.handelsbanken.fi/ostotarjous and the English language translation will be available from June 19, 2019 onwards online at www.loxamgroup.com/loxam-offer-for-ramirent, and www.handelsbanken.fi/tenderoffer.

The offer price is EUR 9.00 in cash for each share in Ramirent (the “Offer Price“). The expected issuance of 5,848,341 Ramirent shares to the shareholders of Stavdal AB (“Stavdal“) in connection with the completion of the Stavdal acquisition, which was announced by Ramirent on April 8, 2019 (“Stavdal Shares“) will not have an effect on the Offer Price. However, the Offer Price is subject to adjustment for any other new issuance of shares, including reclassification, split (including a reverse-split) and shares issued under Ramirent’s share based incentive plans. The Offer Price is further subject to adjustment for the payment of any dividends or other distributions of funds or assets (including the second instalment, amounting to EUR 0.23 per share, of the dividend resolved upon at the 2019 Annual General Meeting of Ramirent held on March 14, 2019) 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.

The Board of Directors of Ramirent has unanimously decided to recommend that the shareholders of Ramirent accept the Tender Offer.

The major shareholders of Ramirent Nordstjernan AB and Oy Julius Tallberg Ab (the “Major Shareholders“) and the President and CEO of Ramirent Mr. Tapio Kolunsarka and the CFO of Ramirent Mr. Jukka Havia (the “Management Shareholders“) have irrevocably undertaken to accept the Tender Offer subject to certain customary conditions.

In addition, the shareholders of Stavdal, Hammarviken Företagsutveckling AB, Mr. Mikael Olsson, R A Research AB, Mr. Magnus Hellberg, Magnus Hellberg Konsult AB, Dakota Finans AB, Richard Asp AB and Regestad Invest AB, representing 100 percent of the Stavdal Shares and approximately 5.1 percent of the shares in Ramirent (after taking into account the expected issuance of 5,848,341 Ramirent shares to the shareholders of Stavdal in connection with the completion of the acquisition of Stavdal by Ramirent, which was announced by Ramirent on April 8, 2019), have irrevocably undertaken to accept the Tender Offer subject to certain customary conditions or to sell their Stavdal Shares to the Offeror outside the Tender Offer at the Offer Price subject to the completion of the Tender Offer. Combined with the irrevocable undertakings from the Major Shareholders and the Management Shareholders, the irrevocable undertakings represent jointly approximately 35.4 percent of the outstanding shares and votes in Ramirent (after taking into account the expected issuance of the Stavdal Shares).

The completion of the Tender Offer is, in accordance with the terms and conditions of the Tender Offer, subject to certain conditions to be fulfilled (unless waived by the Offeror) on or by the date of the Offeror’s announcement of the final result of the Tender Offer. This includes the Offeror gaining control of more than 90 percent of the outstanding shares and votes in Ramirent on a fully diluted basis calculated in accordance with the terms and conditions of the Tender Offer enclosed to this stock exchange release as Appendix 1. Therefore, shareholders of Ramirent should ensure that acceptance forms are submitted ahead of the expiry of the Offer Period on July 18, 2019 if they wish to accept the Tender Offer, as the Offeror may decide not to complete the Tender Offer as set forth in the terms and condition of the Tender Offer including if the 90% acceptance condition is not met.

The acquisition is reportable to the Polish and Russian merger control authorities. The Offeror does not anticipate any competition concerns in either jurisdiction and the completion of the Tender Offer is not conditioned to the receipt of clearances from the said authorities. The Offeror has not identified any regulatory authorizations upon which the completion of the Tender Offer would be dependent.

Most of the Finnish book-entry account operators are expected to send a notification of the Tender Offer, including instructions and the relevant acceptance form to their customers who are registered as shareholders in the shareholders’ register of Ramirent maintained by Euroclear Finland Oy. Shareholders of Ramirent who do not receive such instructions or an acceptance form from their account operator should primarily contact their account operator. Secondarily, shareholder of the Company can contact Handelsbanken Capital Markets by sending an email to tenderoffer@handelsbanken.fi, where such shareholders of the Company can receive information for submitting their acceptance. If such shareholders are U.S. residents or located within the United States, they may contact their brokers for the necessary information. A shareholder in Ramirent whose shareholdings are registered in the name of a nominee and who wishes to accept the Tender Offer shall effect such acceptance in accordance with the nominee’s instructions. The Offeror will not send acceptance forms or other documents related to the Tender Offer to such shareholders in Ramirent.

The Offeror will announce the preliminary result of the Tender Offer on or about the first (1st) Finnish banking day following the expiry of the Offer Period. In connection with the announcement of the preliminary result of the Tender Offer, the Offeror will announce whether the Tender Offer will be completed subject to the conditions to completion being fulfilled or waived on the date of the announcement of the final result of the Tender Offer, and whether the Offer Period will be extended. The Offeror will announce the final result on or about the third (3rd) Finnish banking day following the expiry of the Offer Period. The announcement of the final result will confirm (i) the percentage of the shares that have been validly tendered and not properly withdrawn and (ii) whether the Tender Offer will be completed.

As permitted under Finnish law and other applicable law or regulation, the Offeror may purchase shares in Ramirent also outside the Tender Offer on Nasdaq Helsinki Ltd or otherwise prior to the expiry of the Offer Period or any extended Offer Period or subsequent Offer Period, as the case may be.

The terms and conditions of the Tender Offer are enclosed in their entirety to this stock exchange release (Appendix 1).

Loxam has appointed Deutsche Bank AG as lead financial advisor. Handelsbanken Capital Markets is acting as financial advisor to Loxam and arranger in relation to the Tender Offer outside the United States. Cleary, Gottlieb Steen & Hamilton LLP and Roschier, Attorneys Ltd. are acting as legal advisors to Loxam in connection with the Tender Offer.

Lazard AB 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.

Investor Enquiries:

Patrick Bourmaud / Maëg Videau, Loxam S.A.S.
Tel. +33 158 440 400
ir@loxamgroup.com

Ulf Lundahl, Chairman of the Board of Directors, Ramirent Plc
Tel. +46 70 820 4648
ulflundahl03@gmail.com

Agnès Catineau / Bénie Igiraneza, Brunswick Group
Tel. +33 (0)1 53 96 83 83
loxam@brunswickgroup.com

Media Enquiries:

Sylvie Passat, Head of Communication, Loxam S.A.S.
Tel. +33 158 440 400
sylvie.passat@loxam.com

Ulf Lundahl, Chairman of the Board of Directors, Ramirent Plc
Tel. +46 70 820 4648
ulflundahl03@gmail.com

Jukka Havia, EVP and CFO, Ramirent Plc
Tel. +358 50 355 3757
jukka.havia@ramirent.com

ABOUT LOXAM

Loxam is the leading equipment rental company in Europe with consolidated revenue of EUR 1,483 million in 2018 and approximately 8,000 employees. Loxam’s network of more than 766 branches extends over 13 countries in Europe (France, Germany, the United Kingdom, Ireland, Belgium, Switzerland, Spain, Portugal, Luxemburg, the Netherlands, Denmark, Norway and Italy) as well as in the Middle East, Morocco and Brazil.

ABOUT RAMIRENT

Ramirent is a leading service company offering equipment rental for construction and other industries. Our mission is to help our customers gear up on safety and efficiency by delivering great equipment and smooth service with a smile. We have 2,900 co-workers at 294 customer centers across nine countries in Northern and Eastern Europe. In 2018, Ramirent Group sales reached a total of EUR 712 million. Ramirent is listed on Nasdaq Helsinki Ltd (RAMI).

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 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 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.

Appendix 1

4. TERMS AND CONDITIONS OF THE TENDER OFFER

4.1 Object of the Tender Offer

Through a voluntary public cash tender offer in accordance with Chapter 11 of the Finnish Securities Market Act (746/2012, as amended, the “SMA“) and subject to the terms and conditions set forth herein, Loxam S.A.S. (the “Offeror“) is offering to acquire all of the issued and outstanding shares of Ramirent Plc (the “Company” or “Ramirent“) (the “Shares” or, individually, a “Share“) that are not held by the Company or any of its subsidiaries, including any Shares that are issued by the Company pursuant to the completion of the Stavdal AB (“Stavdal“) acquisition prior to the expiration of the Offer Period (as defined below) or any extended Offer Period (the “Outstanding Shares“) (the “Tender Offer“).

The Offeror and the Company have on June 10, 2019 entered into a combination agreement (the “Combination Agreement“) pursuant to which the Tender Offer is being made by the Offeror.

4.2 Offer Price

The Tender Offer was announced by the Offeror on June 10, 2019. The price offered for each Share validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 9.00 in cash, subject to adjustment as set out below (the “Offer Price“).

Should the Company decide to pay any dividend, including the second instalment of the 2018 annual dividend of EUR 0.23, based on the decision of the annual general meeting of shareholders of Ramirent held on March 14, 2019, interim dividend or other kind of distribution, in any form, and such distribution is paid to the Company shareholders before the Closing Date (as defined below) or if a record date with respect to any of the foregoing occurs prior to the Closing Date, the Offer Price shall be reduced accordingly on a euro-for-euro basis. If between the date of the Combination Agreement and the Closing Date, the Outstanding Shares shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, split, reverse split, combination or exchange of shares, as a result of a new share issue (other than the expected issuance of 5,848,341 Ramirent shares to the shareholders of Stavdal in connection with the completion of the Stavdal acquisition, which was announced by Ramirent on April 8, 2019 (the “Stavdal Shares“)) or any other similar transaction with dilutive effect, then the Offer Price shall be appropriately adjusted to take any such transaction into account.

4.3 Offer Period

The offer period for the Tender Offer shall commence on June 19, 2019 at 9:30 a.m. (Finnish time) and expire on July 18, 2019 at 4:00 p.m. (Finnish time), unless the offer period is extended as set forth below (the “Offer Period“).

The Offer Period may be extended by the Offeror (i) from time to time until the Offer Conditions (as defined below) have been fulfilled or waived, (ii) in case of any competing offer as referred to in Chapter 11, Section 17 of the SMA, and (iii) with a Subsequent Offer Period (as defined below) in connection with the announcement of the final result of the Tender Offer whereby the Offeror also declares the Tender Offer unconditional, all in accordance with applicable laws, including Section 14(e) of the Exchange Act and Regulation 14E thereunder, and as set forth below.

The Offeror will announce a possible extension of the Offer Period through a stock exchange release at the latest on July 19, 2019. The Offeror will announce a possible extension of an already extended Offer Period at the latest on the first (1st) Finnish banking day following the expiry of the extended Offer Period. The duration of any possible extension of the Offer Period or an already extended Offer Period shall be at least two (2) weeks from the date of the announcement by the Offeror concerning such extension.

If the Offeror extends the Offer Period, the Offer Period will expire on the date and at the time until which the Offeror extends the Offer Period unless the extended Offer Period is discontinued as set forth below. The maximum duration of the Offer Period (including any extension of the Offer Period) is ten (10) weeks. However, if the Offer Conditions (as defined below) have not been fulfilled due to a particular obstacle as referred to in the Regulations and Guidelines 9/2013 on Takeover Bids and Mandatory Bids (as amended) issued by the Finnish Financial Supervisory Authority (the “FIN-FSA“) such as, for example, pending approval by a regulatory authority, the Offeror may extend the Offer Period beyond ten (10) weeks until such obstacle has been removed and the Offeror has had a reasonable time to consider the situation in question. The Offer Period may also be extended as required by applicable law (e.g. in the event of a change in the Offer Price). The date of the expiry of the extended Offer Period will in such case be published at least two (2) weeks before such expiry. Further, any Subsequent Offer Period (as defined below) may extend beyond ten (10) weeks.

The Offeror may discontinue any extended Offer Period should all the Offer Conditions (as defined below) be fulfilled or waived by the Offeror before the expiry of the extended Offer Period, and execute the sale and purchase of the Shares validly tendered and not properly withdrawn in accordance with section ” – Terms of Payment and Settlement of Shares” below. Should the Offeror discontinue the extended Offer Period, the Offeror will announce its decision thereon through a stock exchange release as soon as possible after such decision has been made and, in any case, at least two (2) weeks before the expiry of the extended Offer Period to be discontinued. If the Offeror discontinues the extended Offer Period, the extended Offer Period will expire on such earlier date and at the time indicated in such announcement made by the Offeror.

The Offeror also reserves the right to extend the Offer Period in connection with the announcement of the final result of the Tender Offer as set forth in section ” – Announcement of the Result of the Tender Offer” below (such extended Offer Period shall be referred to as the “Subsequent Offer Period“). In the event of such Subsequent Offer Period, the Subsequent Offer Period will expire on the date and at the time determined by the Offeror in the announcement concerning the final result of the Tender Offer. The expiration of a Subsequent Offer Period will be announced at least two (2) weeks before the expiry of such Subsequent Offer Period.

4.4 Conditions to Completion of the Tender Offer

The obligation of the Offeror to accept for payment the tendered Outstanding Shares and to complete the Tender Offer shall be subject to the fulfillment or, to the extent permitted by applicable laws, waiver by the Offeror of the following conditions (jointly the “Offer Conditions“) on or prior to the date of the Offeror’s announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the SMA (date of such announcement of the final result, the “Result Announcement Date“):

1. the Board of Directors of the Company having issued its recommendation that the shareholders of the Company 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 the Offeror and/or the Tender Offer;
2. the valid tender of Outstanding Shares (including the Stavdal Shares to the extent that they are outstanding and validly tendered into the Tender Offer) representing in the aggregate, together with any other Outstanding Shares otherwise held by the Offeror prior to the Result Announcement Date and the Stavdal Shares to the extent that they are not validly tendered into the Tender Offer and the Offeror has the unconditional right to acquire them from the Stavdal shareholders, more than ninety percent (90%) of the aggregate number of the Shares and voting rights of the Company calculated on a fully diluted basis (calculated based on the number of Shares issued and outstanding at such time plus the number of all shares in the Company agreed to be issued by the Company or issuable upon the exercise by any person of any options, warrants, convertible notes or rights to purchase, subscribe for or be allocated, newly-issued Shares or treasury Shares);
3. the receipt of all required authorizations, such as approvals, consents, permits, licenses, rulings, waivers, exemptions, authorizations or orders (other than from the relevant antitrust authorities in Poland and Russia), including (to the extent applicable) that any conditions or obligations set forth in such authorizations that are necessary to allow the consummation of the Tender Offer have been satisfied or complied with to the extent necessary;
4. no law or Judgment (as defined below) (including without limitation a Judgement rendered by the Finnish Financial Supervisory Authority) 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;
5. no Material Adverse Effect (as defined below) having occurred after the signing date of the Combination Agreement;
6. the Offeror not, after the signing date of the Combination Agreement, having received information previously undisclosed to it that constitutes a Material Adverse Effect;
7. no information made public by the Company or disclosed by the Company to the Offeror being materially inaccurate, incomplete, or misleading, and the Company 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 Effect;
8. the Combination Agreement not having been terminated and remaining in full force and effect; and
9. 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 the Offeror and/or the Tender Offer.

“Material Adverse Effect” means

(A) any divestment or reorganization of all or any material part of the assets of the Company, its subsidiaries and its joint ventures, taken as a whole, after the signing date of the Combination Agreement, or

(B) any fact, circumstance, event, condition, development, change or occurrence (any such item an “Effect“) that, individually or in the aggregate with all other Effects, has or is reasonably likely to have a material adverse effect on the business, assets, results of operations, financial condition or prospects of the Company, its subsidiaries and its joint ventures taken as a whole; provided, however, that the following shall not be considered in determining whether a Material Adverse Effect has occurred:

1. any Effect in political, financial, industry, economic or regulatory conditions generally so long as such Effect does not have a materially disproportionate effect on the Company relative to other companies in the same industry in Finland;
2. any Effect resulting from or caused by natural disasters, outbreak of major hostilities or any act of war or terrorism so long as such Effect does not have a materially disproportionate effect on the Company relative to other companies in the same industry in Finland;
3. any Effect resulting from any actions taken by the Company at the express request or written direction of the Offeror;
4. any Effect attributable to i) an act or omission carried out or omitted by the Offeror in connection with the Offer, or ii) the announcement or completion of the Tender Offer (including the effect of any change of control or similar clauses in contracts entered into by the Company, its subsidiaries and its joint ventures but only to the extent such contracts or clauses have been Fairly Disclosed (as defined below) as part of the due diligence information); or
5. any matters that have been Fairly Disclosed as part of the due diligence information, including any information published by the Company on its website through a stock exchange release or press release of the Company on or prior to June 7, 2019.

“Judgment” means any award, decision, decree, injunction, judgment or order entered, issued, made or rendered by any court, administrative agency or other authority or by any arbitrator or arbitration tribunal.

“Fairly Disclosed” means disclosure of an actual fact or reasonably likely event in the disclosed information, including data room information and any information published by the Company on its website through a stock exchange release or press release on or prior to June 7, 2019, in a sufficiently clear and detailed manner as to enable a professional and prudent offeror having completed its review of the disclosed information with the support of its professional advisors in the position of the Offeror, to reasonably identify the nature, scope and effects of such fact or event so disclosed.

The Offeror reserves the right to withdraw the Tender Offer in the event that any of the above Offer Conditions is not fulfilled.

However, the Offeror can only invoke any of the Offer Conditions so as to cause the Tender Offer not to proceed, to lapse or to be withdrawn if the circumstances which give rise to the right to invoke the relevant Closing Condition have a significant meaning to the Offeror in view of the Tender Offer, as referred to in the Regulations and Guidelines 9/2013 on Takeover Bids and Mandatory Bids (as may be amended or re-enacted from time to time) issued by the FIN-FSA and the Helsinki Takeover Code.

The Offer Conditions set out herein are the exhaustive conditions for the completion of the Tender Offer.

The acquisition is reportable to the Polish and Russian merger control authorities. The Offeror does not anticipate any competition concerns in either jurisdiction and the completion of the Tender Offer is not conditioned to the receipt of clearances from the said authorities. The Offeror has not identified any regulatory authorizations upon which the completion of the Tender Offer would be dependent.

The Offeror reserves the right to waive, to the extent permitted by applicable laws and regulations, any of the Offer Conditions that have not been satisfied. If all the Offer Conditions have been fulfilled or the Offeror has waived the requirement for the fulfilment of all or some of them which will be announced by a stock exchange release no later than at the time of announcement of the final result of the Tender Offer, the Offeror will complete the Tender Offer in accordance with the terms and conditions after the expiration of the Offer Period by purchasing Shares validly tendered in the Tender Offer and paying the Offer Price to the shareholders that have validly accepted the Tender Offer.

The Tender Offer will be completed after the expiration of the Offer Period in accordance with ” – Terms of Payment and Settlement of Shares” below with respect to all shareholders of Ramirent who have validly accepted the Tender Offer.

4.5 Obligation to increase the Offer Price or to pay compensation

The Offeror reserves the right, to the extent permitted by applicable law or regulation, including Rule 14e-5 under the Exchange Act, to acquire Shares in public trading on Nasdaq Helsinki or otherwise outside of the Tender Offer before, during and after the Offer Period (including any extension thereof) and any Subsequent Offer Period.

If the Offeror or any party acting in concert with it as referred to in Chapter 11, Section 5 of the SMA acquires, after the announcement of the Tender Offer and before the expiry of the Offer Period, Shares at a higher price than the Offer Price or otherwise on terms that are more favourable than those of the Tender Offer, the Offeror must according to Chapter 11, Section 25 of the SMA amend the terms and conditions of the Tender Offer to correspond to such acquisition on more favourable terms (obligation to increase the offer). The Offeror shall then, without delay, make public the triggering of the obligation to increase the offer and pay, in connection with the completion of the Tender Offer, the difference between the more favourable acquisition terms and the consideration offered in the Tender Offer to the holders of securities who have accepted the Tender Offer.

If the Offeror or any party acting in concert with it as referred to in Chapter 11, Section 5 of the SMA acquires, during the nine (9) months following the expiry of the Offer Period, Shares at a higher price than the Offer Price or otherwise on terms that are more favorable than those of the Tender Offer, the Offeror must according to Chapter 11, Section 25 of the SMA, compensate those holders of securities who have accepted the Tender Offer for the amount equal to the difference between the more favorable acquisition terms and the consideration offered in the Tender Offer (obligation to compensate). The Offeror shall then, without delay, make public the triggering of the obligation to compensate and pay the difference between the more favorable acquisition terms and the consideration offered in the Tender Offer within one (1) month after the triggering of the obligation to compensate to the holders of securities who have accepted the Tender Offer.

According to Chapter 11, Section 25, Subsection 5 of the SMA, the obligation to compensate shall, however, not be triggered in case the payment of a higher price than the Offer Price is based on an arbitral award pursuant to the Finnish Companies Act, provided that the Offeror or any party acting in concert with it as referred to in Chapter 11, Section 5 of the SMA has not offered to acquire Shares on terms that are more favorable than those of the Tender Offer before or during the arbitral proceedings.

4.6 Acceptance Procedure of the Tender Offer

The Tender Offer may be accepted by a shareholder registered during the Offer Period in the shareholders’ register of Ramirent, with the exception of Ramirent and its subsidiaries. The Tender Offer must be accepted separately for each book-entry account. A shareholder of the Company giving the acceptance must have a cash account with a financial institution operating in Finland or abroad (see also sections ” – Terms of Payment and Settlement of Shares” and ” – Important Information“). A shareholder may only accept the Tender Offer unconditionally and with respect to all Shares on the book-entry account mentioned in the acceptance form on the date and time of the execution of the sale and purchase of the Shares. An acceptance given during the Offer Period is effective also until the end of any extended Offer Period.

Most of the Finnish book-entry account operators are expected to send a notification of the Tender Offer, including instructions and the relevant acceptance form to their customers who are registered as shareholders in the shareholders’ register of the Company maintained by Euroclear Finland Oy (“Euroclear“). Shareholders of Ramirent who do not receive such instructions or an acceptance form from their account operator should primarily contact their account operator. Secondarily, shareholder of the Company can contact Handelsbanken Capital Markets by sending an email to tenderoffer@handelsbanken.fi, where such shareholders of the Company can receive information for submitting their acceptance, or, if such shareholders are U.S. residents or located within the United States, they may contact their brokers for the necessary information.

A shareholder in the Company whose shareholdings are registered in the name of a nominee and who wishes to accept the Tender Offer shall effect such acceptance in accordance with the nominee’s instructions. The Offeror will not send acceptance forms or other documents related to the Tender Offer to such shareholders of the Company.

A shareholder of the Company who is registered as a shareholder in the shareholders’ register of the Company and who wishes to accept the Tender Offer shall submit a properly completed and duly executed acceptance form to the account operator managing the shareholder’s book-entry account in accordance with its instructions and within the time limit set by the account operator or, in the case such account operator does not accept acceptance forms (e.g. Euroclear), such shareholder shall contact primarily their own bank to give his/her acceptance to tender the Shares, or secondarily contact Handelsbanken Capital Markets by sending an email to tenderoffer@handelsbanken.fi for further information. The acceptance form shall be submitted so that it is received during the Offer Period or, if the Offer Period has been extended, during such extended Offer Period, however, always in accordance with the instructions of the relevant account operator. In the event of a Subsequent Offer Period, the acceptance form shall be submitted so that it is received during the Subsequent Offer Period, however, always in accordance with the instructions of the relevant account operator.

Pledged Shares may only be tendered with the consent of the relevant pledgee. The obtaining of such consent shall be the responsibility of the relevant shareholder in the Company. The consent by the pledgee shall be delivered to the account operator in writing.

The method of delivery of acceptance forms is at the shareholder’s option and risk, and the delivery will be deemed made only when actually received by the relevant account operator. The Offeror reserves the right to reject any acceptance given in an incorrect or incomplete manner. The Offeror may also reject any partial tender of the Shares per book-entry account.

By accepting the Tender Offer, the shareholder of the Company authorizes the account operator managing the shareholder’s book-entry account to enter a transfer restriction or a sales reservation on the shareholder’s book-entry account after the shareholder has delivered its acceptance of the Tender Offer. In addition, the shareholder who has accepted the Tender Offer authorizes the account operator managing the shareholder’s book-entry account to perform the necessary entries and to take all other actions required to technically execute the Tender Offer and to sell all the Shares held on such book-entry account at the time of the execution of trades under the Tender Offer to the Offeror in accordance with the terms and conditions of the Tender Offer.

A shareholder that has validly accepted the Tender Offer and that has not properly withdrawn its acceptance in accordance with the terms and conditions of the Tender Offer may not sell or otherwise dispose of its tendered Shares. A transfer restriction in respect of the Shares will be registered in the relevant book-entry account after a shareholder has submitted the acceptance for the Tender Offer. If the Tender Offer is not completed or if the acceptance is properly withdrawn by the shareholder in accordance with the terms and conditions of the Tender Offer, the transfer restriction registered on the tendered Shares in the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the announcement that the Tender Offer will not be completed or the receipt of a notice of withdrawal in accordance with the terms and conditions of the Tender Offer.

Legal entity shareholders must have a valid LEI code (Legal Entity Identifier) when giving their acceptance to the Tender Offer.

4.7 Withdrawal Rights

In accordance with Chapter 11, Section 16, Subsection 1 of the SMA, the acceptances for the Shares validly tendered in accordance with the terms and conditions of the Tender Offer may be withdrawn at any time during the Offer Period or, if the Offer Period has been extended, during such extended Offer Period, until the Offeror has announced that all the Offer Conditions have been fulfilled or the Offeror has waived the right to invoke them, thereby declaring the Tender Offer unconditional. After such announcement, the acceptances for the Shares already tendered may no longer be withdrawn except in the event that a third party announces a competing public tender offer for the Shares before the execution of the sale and purchase of the Shares in accordance with section ” – Terms of Payment and Settlement of Shares” below. The holders of the Shares validly tendered may also withdraw their acceptance during the Offer Period if the Offer Period has lasted over ten (10) weeks and the Tender Offer has not been completed.

The proper withdrawal of the acceptance for the Shares validly tendered requires that a written notice of withdrawal is submitted to the same account operator to whom the acceptance form with respect to such Shares was submitted. In case of holdings that are registered in the name of a nominee, the holders of Shares shall instruct the nominee to submit the notice of withdrawal.

If a holder of Shares registered in the Finnish book-entry securities system withdraws his/her acceptance of the Tender Offer in accordance with the terms and conditions of the Tender Offer, the transfer restriction registered on the tendered Shares in the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the receipt of a notice of withdrawal in accordance with the terms and conditions of the Tender Offer.

Shares for which an acceptance is withdrawn may be re-tendered by following the acceptance procedures described in section ” – Acceptance Procedure of the Tender Offer” above at any time prior to the expiry of the Offer Period or, if the Offer Period has been extended, prior to the expiry of such extended Offer Period or during the Subsequent Offer Period, if any.

The account operator managing the relevant book-entry account or the nominee may charge a fee for withdrawals in accordance with its price list.

In the event of a Subsequent Offer Period, the acceptance of the Tender Offer shall be binding and cannot be withdrawn, unless otherwise provided under mandatory law.

4.8 Announcement of the Result of the Tender Offer

The Offeror will announce the preliminary result of the Tender Offer on or about the first (1st) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or discontinued Offer Period. The Offeror will announce the final result on or about the third (3rd) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or discontinued Offer Period. The announcement of the final result will confirm (i) the percentage of the Shares that have been validly tendered and not properly withdrawn and (ii) whether the Tender Offer will be completed.

In the event of a Subsequent Offer Period, the Offeror will announce the initial percentage of the Shares validly tendered during the Subsequent Offer Period on or about the first (1st) Finnish banking day following the expiry of the Subsequent Offer Period and the final percentage on or about the third (3rd) Finnish banking day following the expiry of the Subsequent Offer Period.

4.9 Terms of Payment and Settlement of Shares

The sale and purchase of the Shares validly tendered and not properly withdrawn in accordance with the terms and conditions of the Tender Offer will be executed on or about the fourth (4th) Finnish banking day following the expiry of the Offer Period, or if the Offer Period has been extended or discontinued, the expiry of the extended or discontinued Offer Period (the “Execution Date“). The sale and purchase of the Shares will take place on Nasdaq Helsinki if permitted by the rules applicable to securities trading on Nasdaq Helsinki. Otherwise, the sale and purchase of the Shares will take place outside of Nasdaq Helsinki.

The date for the settlement of the above completion of trades (the “Closing Date“) will be the Execution Date or the first (1st) Finnish banking day following the Execution Date. The payment of the Offer Price will be made on the Closing Date into the bank account connected to the shareholder’s book-entry account or, in the case of shareholders whose holdings are registered in the name of a nominee, into the bank account specified by the custodian or nominee. In any event, the Offer Price will not be paid to a bank account situated in Canada, Japan, Australia, South Africa or Hong Kong or any other jurisdiction where the Tender Offer is not to be made (see section “Important information“), and all guidance from custodians or nominees specifying bank accounts in such jurisdictions will be rejected. Actual time of receipt for the payment by the shareholder will depend on the schedules of money transactions between financial institutions and agreements between the holder and account operator, custodian or nominee in each case.

In the event of a Subsequent Offer Period, the Offeror shall in connection with the announcement thereof announce the terms of payment and settlement for the Shares tendered during the Subsequent Offer Period. The completion trades of the Shares validly tendered in accordance with the terms and conditions of the Tender Offer during the Subsequent Offer Period shall, however, be executed at least within two (2) week intervals.

The Offeror reserves the right to postpone the payment of the Offer Price if payment is prevented or suspended due to a force majeure event, but shall immediately effect such payment once the force majeure event preventing or suspending payment is resolved.

If all the Offer Conditions are not met and the Offeror does not waive these conditions or extend the Offer Period, the Tender Offer will be terminated and no consideration will be paid for the tendered Shares.

4.10 Transfer of Ownership

Title to the Shares validly tendered in the Tender Offer will pass to the Offeror against the payment of the Offer Price by the Offeror to the tendering shareholder.

4.11 Transfer Tax and Other Payments

The Offeror will pay the transfer taxes, if any, relating to the sale and purchase of the Shares in connection with the completion of the Tender Offer.

Fees charged by account operators, asset managers, nominees or any other person for registering the release of any pledges or other possible restrictions preventing a sale of the relevant Shares, as well as fees relating to a withdrawal of the tender by a shareholder in accordance with section ” – Withdrawal Rights” above, will be borne by each shareholder. The Offeror shall be responsible for other customary costs relating to book-entry registrations required for the purposes of the Tender Offer, the sale and purchase of the Shares tendered under the Tender Offer or the payment of the Offer Price.

The receipt of cash pursuant to the Tender Offer by a shareholder may be a taxable transaction for the respective shareholder under applicable tax laws, including those of the country of residency of the shareholder. Any tax liability arising to a shareholder from the receipt of cash pursuant to the Tender Offer shall be borne by the respective shareholder. Each shareholder is urged to consult its independent professional adviser regarding the tax consequences of accepting the Tender Offer.

4.12 Other Matters

This Tender Offer Document and the Tender Offer are governed by Finnish law. Any disputes arising out of or in connection with the Tender Offer will be settled by a court of competent jurisdiction in Finland.

The Offeror reserves the right to amend the terms and conditions of the Tender Offer in accordance with Chapter 11, Section 15, Subsection 2 of the SMA, subject to the provisions of the Combination Agreement.

Subject to the provisions of the Combination Agreement, the Offeror reserves the right to extend the Offer Period and to amend the terms and conditions of the Tender Offer (including a potential withdrawal of the Tender Offer) in accordance with Chapter 11, Section 17 of the SMA if, during the Offer Period or any extended Offer Period, a third party announces a competing public tender offer for the Shares.

The Offeror shall have sole discretion to determine all other issues relating to the Tender Offer, subject to the requirements of applicable law as well as the provisions of the Combination Agreement.