Ad hoc-Mitteilungen

Boels Commences Its Recommended Voluntary Public Cash Tender Offer for All Shares in Cramo Plc on November 25, 2019

Cramo Plc     Stock Exchange Release   22 November, 2019 at 12.00 noon EET

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 LEGAL INFORMATION” BELOW.

Boels Commences Its Recommended Voluntary Public Cash Tender Offer for All Shares in Cramo Plc on November 25, 2019

Boels Topholding B.V. (“Boels” or the “Offeror”) and Cramo Plc (“Cramo” or the “Company”) announced on November 11, 2019 that they had entered into a combination agreement pursuant to which Boels has undertaken to make a voluntary recommended public cash tender offer to purchase all of the issued and outstanding shares in Cramo that are not owned by Cramo or any of its subsidiaries (the “Tender Offer”).

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 November 25, 2019 at 9:30 a.m. (Finnish time) and expire on January 9, 2020 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 November 25, 2019 onwards at the headquarters of Boels, Dr. Nolenslaan 140, 6136 GV Sittard, the Netherlands, at the offices of Nordea Bank Abp, Satamaradankatu 5, FI-00020 Nordea, Finland, and at Nasdaq Helsinki, Fabianinkatu 14, FI-00130 Helsinki, Finland. The electronic version of the Tender Offer Document will be available from November 25, 2019 onwards online in Finnish at www.boels.nl/tod and www.nordea.fi/osakkeet, and in English at www.boels.nl/tod and www.nordea.fi/equities.

The offer price is EUR 13.25 in cash for each share in Cramo (the “Offer Price”). However, the Offer Price is subject to adjustment for any new issuance of shares, including reclassification, split (including a reverse-split) or any other similar transaction with dilutive effect, including securities convertible into shares or equity interests. The Offer Price is further subject to adjustment for the payment of any dividends or other distributions of funds or assets 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, and any taxes triggered by such distribution, payable by the Offeror, shall reduce the Offer Price accordingly on a euro-for-euro basis.

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

Major shareholders of Cramo, EQT Public Value Investments S.à r.l., Rakennusmestarien Säätiö sr and Varma Mutual Pension Insurance Company as well as the CEO of Cramo, Mr. Leif Gustafsson have irrevocably undertaken to accept the Tender Offer subject to certain customary conditions. The irrevocable undertakings represent jointly approximately 18.9 percent of the outstanding shares and votes in Cramo.

The completion of the Tender Offer is subject to certain customary 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, as further set out in the terms and conditions of the Tender Offer. This includes the Offeror gaining control of more than 90 percent of the outstanding shares and votes in Cramo 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 Cramo should ensure that acceptances are submitted ahead of the expiry of the Offer Period on January 9, 2020 if they wish to accept the Tender Offer, as the Offeror may decide not to complete the Tender Offer if the 90% acceptance condition is not met.

The acquisition is reportable to the German and Austrian antitrust authorities. The Offeror is not aware of any mandatory antitrust filings other than with the said antitrust authorities, being required to make and complete the Tender Offer. The Offeror has to date 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 Cramo maintained by Euroclear Finland Oy. Shareholders of Cramo who do not receive such instructions or an acceptance form from their book-entry account operator should primarily contact their account operator. Secondarily, any such shareholder can contact Nordea Bank Abp by sending an email to cramo-offer@nordea.com in order to receive information for submitting their acceptance. Shareholders who are U.S. residents or located within the United States, may contact their brokers for the necessary information. A shareholder in Cramo whose shares are registered in the name of a nominee and who wishes to accept the Tender Offer should deliver 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 Cramo.

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 (as extended, if applicable). 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 Cramo 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).

Boels has appointed Rothschild & Co and Duynstee Advisory as lead financial advisors. Nordea Bank Abp is acting as Finnish financial advisor to Boels and arranger in relation to the Tender Offer outside the United States. De Brauw Blackstone Westbroek N.V. and Roschier, Attorneys Ltd. are acting as legal advisors to Boels in connection with the Tender Offer. Hill+Knowlton Strategies is acting as communications advisor.

BNP Paribas acts as the financial advisor and Krogerus Attorneys Ltd as the legal advisor to Cramo in connection with the Tender Offer.

Media Enquiries Cramo:

Sohana Josefsson
SVP Marketing & Communication, Cramo Plc
M: +46 70 508 99 09
E: sohana.josefsson@cramo.com

Media Enquiries Boels:

Karl Emerick Hanuska
Hill+Knowlton Strategies
M: +31 6 20111967
E: karl.hanuska@hkstrategies.com

Investor Enquiries Cramo:

Aku Rumpunen
CFO, Cramo Plc
M: +358 40 556 3546
E: aku.rumpunen@cramo.com

ABOUT BOELS

Boels is one of the most renowned equipment rental companies in Europe and the no. 1 player in Benelux, focusing on equipment rental. Boels is a generalist but has throughout the years established specialized divisions. Since its founding in 1977 Boels has grown into a rental company with more than 4200 employees and over 450 depots in 11 countries. The strong expansion of activities is based on autonomous growth as well as a number of strategic acquisitions and has resulted in a doubling of turnover every five years. This makes Boels one of the fastest growing rental companies.

ABOUT CRAMO

Cramo is one of the leading European equipment rental services companies with revenue of EUR 632 million in 2018, serving approximately 150,000 customers through around 300 depots across 11 markets with a full range of machinery, equipment and related services. Cramo enjoys solid market position in all key markets and has a strong focus on the most sophisticated customers primarily within the renovation and new-build construction, industrial and public sector end-markets. Cramo shares (CRA1V) are listed on Nasdaq Helsinki Ltd.

IMPORTANT LEGAL 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 Cramo 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 Cramo’s shareholders resident in the United States and is made on the same terms and conditions as those made to all other shareholders of Cramo to whom an offer is made. Any information documents, including this stock exchange release, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Cramo’s other shareholders.

The Tender Offer is 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, Boels and its affiliates or brokers (acting as agents for Boels 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 Cramo or any securities that are convertible into, exchangeable for or exercisable for such shares of Cramo, 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 Cramo of such information. In addition, the financial advisers to Boels, or affiliates of the financial advisors, may also engage in ordinary course trading activities in securities of Cramo, 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 fairness of the merits of the Tender Offer or the adequacy or completeness of any tender offer document. Any representation to the contrary is a criminal offence in the United States.

For the avoidance of doubt, Nordea Bank Abp (“Nordea”) is not registered as a broker or dealer in the U.S. and will not be engaging in direct communications relating to the Tender Offer with investors located within the U.S. (whether on a reverse-inquiry basis or otherwise).

Nordea, which is acting exclusively for the Offeror and no one else in connection with the Tender Offer, will not be responsible to anyone other than the Offeror for providing the protections afforded to clients of Nordea nor for providing advice in relation to the Tender Offer or any other matter referred to in this herein nor for providing advice to any such other person.

Appendix 1

1. TERMS AND CONDITIONS OF THE TENDER OFFER

1.1      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, Boels Topholding B.V. (the “Offeror”) is offering to acquire all of the issued and outstanding shares of Cramo Plc (the “Company” or “Cramo”) (the “Shares” or, individually, a “Share”) that are not held by the Company or any of its subsidiaries (the “Outstanding Shares”) (the “Tender Offer”).

The Offeror and the Company have on November 11, 2019 (the “Signing Date”) entered into a combination agreement (the “Combination Agreement”) pursuant to which the Tender Offer is being made by the Offeror.

1.2      Offer Price

The Tender Offer was announced by the Offeror on November 11, 2019. The price offered for each Share validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 13.25 in cash, subject to adjustment as set out below (the “Offer Price”).

The Offer Price has been determined based on 44,682,697 issued and outstanding Shares as at the Signing Date. However, should the Company resolve to change the number of Shares issued and outstanding on the Signing Date as a result of a new share issue, reclassification, stock split or any other similar transaction with dilutive effect, including securities convertible into Shares or equity interests, or should the Company declare or distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or should a record date with respect to any of the foregoing occur prior to any or all of the settlements of the completion trades (also after the expiry of the Offer Period (as defined below) or any Subsequent Offer Periods (as defined below)) under the Tender Offer, the Offer Price, and any taxes triggered by such consideration, payable by the Offeror, shall be reduced accordingly on a euro-for-euro basis, whereby the offer price so reduced shall constitute the Offer Price as defined under these terms and conditions of the Tender Offer (it being understood that in the event of a change in the number of Shares, only the consideration payable for each Share will be adjusted accordingly without any reduction in the total aggregate consideration payable by the Offeror).

Any reduction in the Offer Price, pursuant to the above, shall be announced by way of a stock exchange release. In the event that the Offer Price is increased or decreased, the Tender Offer acceptance period shall remain open for at least 10 business days following the relevant announcement.

1.3      Offer Period

The offer period for the Tender Offer shall commence on November 25, 2019 at 9:30 a.m. (Finnish time) and expire on January 9, 2020 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) as required by applicable laws (i.e., in the case of any material amendments to the terms and conditions of the Tender Offer such as the Offer Price). The Tender Offer may also be extended in connection with a Subsequent Offer Period (as defined below) following 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 January 10, 2020. The Offeror will announce a possible further extension of an extended Offer Period at the latest on the first (1st) Finnish business day following the initially expected 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, provided that the Company's business is not hindered for unreasonably long. The date of the expiry of any such extended Offer Period will 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. If the Offeror discontinues 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. The extended Offer Period will in this case 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 Tender Offer following 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 subsequent 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 by a stock exchange release at least two (2) weeks before the expiry of such Subsequent Offer Period. The Offeror may also extend the Subsequent Offer Period by announcing it through a stock exchange release at the latest on the first (1st) Finnish business day following the initially expected expiry of the Subsequent Offer Period.

1.4      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 fulfilment, 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 as set forth in section “ – Announcement of the Result of the Tender Offer” below (such date, the “Result Announcement Date”):

  1. the valid tender of outstanding shares representing, together with any other outstanding shares otherwise acquired by the Offeror by the Result Announcement Date, more than ninety percent (90%) of the issued and outstanding shares and voting rights of the Company, on a fully diluted basis and calculated in accordance with Chapter 18 Section 1 of the Finnish Limited Liability Companies Act (21.7.2006/624);
  2. the receipt of necessary regulatory approvals, permits and consents required for the completion of the Tender Offer in accordance with the terms and conditions set out in the Combination Agreement;
  3. no Material Adverse Change having occurred after the Signing Date and prior to the Result Announcement Date (excluding any subsequent offer period);
  4. the Offeror not, after the Signing Date and prior to the Result Announcement Date (excluding any subsequent offer period), having received information previously undisclosed to it that constitutes a Material Adverse Change;
  5. no information made public during the three (3) years preceding the Signing Date and prior to the Result Announcement Date (excluding any subsequent offer period) by the Company pursuant to the EU Market Abuse Regulation or the Finnish Securities Market Act or disclosed by the Company to the Offeror as part of the due diligence information being materially inaccurate, incomplete, or misleading, and the Company during the three (3) years preceding the Signing Date and prior to the Result Announcement Date (excluding any subsequent offer period) 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 Change;
  6. no court or regulatory authority of competent jurisdiction having given an order or issued any regulatory action preventing, postponing or materially challenging the completion of the Tender Offer;
  7. the Board of Directors of the Company having issued its unanimous recommendation that the shareholders of the Company accept the Tender Offer and the recommendation remaining in full force and effect and not being modified or changed to the detriment of the Tender Offer or cancelled;
  8. the Combination Agreement not having been terminated and remaining in force and no event having occurred that would give the Offeror the right to terminate the Combination Agreement; and
  9. the undertakings by each of the major shareholders and the management shareholder to accept the Tender Offer remaining in force in accordance with its terms.

Material Adverse Change” means

(A) any divestment or reorganization of all or any material part of the assets of the Company or its affiliated entities, taken as a whole; or

(B) any event, condition, circumstance, development, occurrence, change, effect or fact (any such item an “Effect”) that, individually or in the aggregate, has, had, results in or would reasonably be expected to have or result in a material adverse effect on the business, assets, financial condition or results of operations of the Company and its affiliated entities, taken as a whole, excluding:

  1. any Effect in political, financial, industry, competitive, capital markets, economic, legal or regulatory conditions generally so long as such Effect does not have a 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 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 direction of, or written consent of, the Offeror;
  4. any failure by the Company to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earning or other financial or operating metrics before, on or after the Signing Date, provided that nothing in this paragraph (4) shall prevent or otherwise affect the determination whether any Effect underlying such failure has resulted in a Material Adverse Change; or
  5. any Effect attributable to i) any act or omission carried out or omitted by the Offeror in connection with the Tender Offer, or ii) the Tender Offer (including the effect of any change of control or similar clauses in contracts entered into by the Company and its subsidiaries but only to the extent such contracts or clauses have been fairly disclosed as part of the due diligence information).

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 (i) the circumstances which give rise to the right to invoke the relevant Offer 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, and (ii) the Company has not cured such circumstances within five (5) business days from the Offeror’s written notice to the Company that it intends to invoke one or several Offer Conditions and in any case by no later than the third (3rd) last business day of the Offer Period.

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

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 on the Result Announcement Date, the Offeror will complete the Tender Offer in accordance with the terms and conditions after the expiration of the Offer Period (or the extended Offer Period, as the case may be) by purchasing Shares validly tendered in the Tender Offer and paying the Offer Price to the shareholders that have validly accepted the Tender Offer in accordance with section “ – Terms of Payment and Settlement of Shares” below.

1.5      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 extended Offer Period) 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 (including any extended 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 such 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, in addition to the Offer Price, the difference between the more favourable acquisition terms and the Offer Price offered in the Tender Offer to the holders of securities who have validly 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 (including any extended 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 validly 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.

1.6      Acceptance Procedure of the Tender Offer

The Tender Offer may be accepted by a shareholder registered during the Offer Period (including any extended Offer Period) in the shareholders’ register of Cramo, with the exception of Cramo and its subsidiaries. The Tender Offer must be accepted separately for each book-entry account. A shareholder of the Company accepting the Tender Offer 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 available on the relevant book-entry account 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 Cramo who do not receive such instructions or an acceptance form from their book-entry account operator should primarily contact their account operator. Secondarily, any such shareholder can contact Nordea Bank Abp (“Nordea”) by sending an email to cramo-offer@nordea.com in order to receive information for submitting their acceptance. In the case of shareholders who 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 Shares are registered in the name of a nominee and who wishes to accept the Tender Offer shall deliver 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 notification 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 notifications, such shareholder shall contact primarily their own bank to give his/her acceptance to tender the Shares, or secondarily contact Nordea by sending an email to cramo‑offer@nordea.com for further information. The acceptance notification 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 notification 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 notifications 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 business days following the announcement that the Tender Offer will not be completed or the receipt of a notice of withdrawal from the shareholder 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.

Processing of Personal Data

To be able to administer the Tender Offer, the Financial Advisor and the Finnish Financial Advisor must collect and process personal data on (i) those natural persons who accept the Tender Offer (such as name, address and personal identity number), and (ii) the representative(s) of the companies accepting the Tender Offer (such as name, position and contact details). Financial Advisor and Finnish Financial Advisor are both independently controllers for the personal data they process for this purpose. Personal data may be obtained directly from the person accepting the Tender Offer or from other sources (for example, address details may be obtained through Euroclear). Personal data may be processed by third party service providers on behalf of the Financial Advisor and/or the Finnish Financial Advisor, and the Financial Advisor and/or the Finnish Financial Advisor may also share personal data to their cooperation partners on a need-to-know basis for the purpose of administering the Tender Offer. Additional information on processing of personal data by the Financial Advisor and the Finnish Financial Advisor, including details on how to exercise data subjects’ rights, may be found at https://www.rothschildandco.com/en/data-privacy-notice/ and at https://www.nordea.fi/en/personal/get-help/nordea-privacy-policy.html.

1.7      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 during the Offer Period or extended Offer Period, may be withdrawn at any time during the Offer Period or during the 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 notification 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 business days following the receipt of a notice of withdrawal from the shareholder 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.

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

1.8      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 business day following the expiry of the Offer Period or, if applicable, the extended Offer Period (as expired or discontinued) by way of a stock exchange release. The Offeror will announce the final result on or about the third (3rd) Finnish business day following the expiry of the Offer Period or, if applicable, the extended Offer Period (as expired or discontinued) by way of a stock exchange release. The announcement of the final result will confirm (i) the percentage of the Shares that have been validly tendered and not properly withdrawn, (ii) whether the Offer Conditions have been fulfilled or waived and the Tender Offer will be completed and (iii) the announcement of a Subsequent Offer Period, if applicable.

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

1.9      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 business day following the expiry of the Offer Period, or, if applicable, the extended Offer Period (as expired or discontinued) (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 settlement of the relevant trades taking place on the Execution Date, will be completed on the Execution Date or on the first (1st) Finnish business day following the Execution Date (the “Settlement Date”). The payment of the Offer Price will be made on the Settlement 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 such 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 or waived by the Offeror, and the Offeror does not extend the Offer Period, the Tender Offer will be terminated and no consideration will be paid for the tendered Shares.

1.10   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.

1.11   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.

1.12   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 and applicable laws.

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.

Any extension, delay, termination or amendment of the Tender Offer will be announced promptly by way of a stock exchange release to be issued in accordance with applicable laws. 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.

""

Hinweis: ARIVA.DE veröffentlicht in dieser Rubrik Analysen, Kolumnen und Nachrichten aus verschiedenen Quellen. Die ARIVA.DE AG ist nicht verantwortlich für Inhalte, die erkennbar von Dritten in den „News“-Bereich dieser Webseite eingestellt worden sind, und macht sich diese nicht zu Eigen. Diese Inhalte sind insbesondere durch eine entsprechende „von“-Kennzeichnung unterhalb der Artikelüberschrift und/oder durch den Link „Um den vollständigen Artikel zu lesen, klicken Sie bitte hier.“ erkennbar; verantwortlich für diese Inhalte ist allein der genannte Dritte.