The deal is at a substantial premium to the recent share price.
Loxam will make a voluntary recommended public cash tender offer to purchase all Ramirent shares that are not owned by the company itself or any of its subsidiaries. Ramirent's shareholders will be offered €9.00 for each share, valuing Ramirent's equity at approximately €970m (£862m). 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 offer.
The offer price represents a premium of approximately 65.4 percent compared to the closing price of Ramirent shares on Nasdaq Helsinki on 7th June 2019, the last trading day before the announcement of the tender offer; and 56.0 percent compared to the volume-weighted average trading price during the last three months.
Loxam president and CEO Gérard Déprez said: “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."
The major shareholders of Ramirent Nordstjernan and Oy Julius Tallberg, as well as the president and CEO of Ramirent and its CFO have irrevocably undertaken to accept the offer subject to certain customary conditions. The irrevocable undertakings represent jointly approximately 31.9 percent of the outstanding shares and votes of Ramirent.
The completion of the tender offer is subject to certain customary conditions including, among others, Loxam gaining control of more than 90 percent of the outstanding shares and votes.
The offer period is expected to start on or about 19th June and to expire on or about 18th July.
Loxam has revenue of €1,483m and approximately 8,000 employees across a network of 766 branches in over 13 countries in Europe in addition to the Middle East, Brazil, Colombia and Morocco. As of 31st December 2018, its rental fleet amounted to approximately 350,000 pieces of equipment. The company has completed over 20 acquisitions during thelast 10 years.
Ramirent focuses on equipment rental in the Nordics and Eastern Europe, serving a broad range of customer sectors including construction, industry, services, the public sector and households. It operates in Finland, Sweden, Norway, Estonia, Latvia, Lithuania, Czech Republic, Slovakia, and Poland. It has revenue of €712m, 2,900 employees and a network of 294 customer centres.
Ulf Lundahl, chairman of the board of directors of Ramirent plc, said: “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."
Tapio Kolunsarka, president and CEO of Ramirent plc added: “Loxam's offer, at a substantial premium to the current share price, proves their strong belief in Ramirent's future value creation potential. With our leadership position in all of our markets in Scandinavia, Eastern Central Europe and the Baltic countries Ramirent is ideally positioned to drive growth in equipment rental and related services. Under the ownership of Loxam, which possesses long-term track record of strong growth, I am confident that Ramirent has the possibility to further accelerate its growth and development and add important Nordic and Eastern European dimension to Loxam's international presence."