Finnlines Plc Stock Exchange Release 12 January, 2007
FINNLINES INFORMS
Finnlines Plc has today received information according
to which Grimaldi Compagnia de Navigazione S.p.A
(Grimaldi) offers, by a public mandatory tender offer,
to purchase all shares in Finnlines Plc. The offer period
will commence as soon as possible after the Financial
Supervision Authority has approved the tender offer
document, preliminary on 22 January 2007 and will last
approximately four weeks.
Grimaldi has informed that they will pay a cash
consideration of EUR 17,00 for each share in Finnlines.
The Board of Directors of Finnlines Plc will investigate
the matter and will express its opinion on the offer
according to the Securities Market Act after the tender
offer document has been released.
The Board of Directors has appointed Mandatum & Co Ltd
to act as its financial advisor and Hannes Snellman Oy to
act as its legal advisor in this matter.
Finnlines Plc
Antti Lagerroos
President and CEO
ENCLOSURE: Stock Exchange Release 12 January
2007, Grimaldi Compagnia di
Navigazione S.p.A
DISTRIBUTION Helsinki Stock Exchange
Main Media
STOCK EXCHANGE RELEASE January 12, 2007 9.00 AM
GRIMALDI COMPAGNIA DI NAVIGAZIONE S.P.A. MAKES A
MANDATORY PUBLIC TENDER OFFER FOR ALL SHARES IN FINNLINES
PLC
Grimaldi Compagnia di Navigazione S.p.A. (Grimaldi), a
company of the Grimaldi Group, offers, by a mandatory
public tender offer in accordance with Chapter 6, Section
10 of the Securities Markets Act (the Tender Offer), to
purchase all the issued shares of Finnlines Oyj
(Finnlines). Subsequent to the share purchase of 29
December 2006, Grimaldi Group companies' holding exceeded
one half (1/2) of the voting rights in Finnlines and
consequently Grimaldi Group companies became obliged to
make a mandatory tender
offer for the remainder of Finnliness shares in
accordance with the Securities Markets Act.
Currently the companies belonging to the Grimaldi Group
hold approximately 50.1 percent of the votes in
Finnlines, of which amount approximately 37.4 percent is
held directly by Grimaldi and the residual 12.7 percent
is held by other
companies of the Grimaldi Group. Grimaldi will pay a cash
consideration of EUR 17.00 for each share in Finnlines.
The offer price equals the highest price per share paid
by Grimaldi Group companies for the shares in Finnlines
within the past six months. The consideration is
approximately 8.8 per cent above the 12-month volume
weighted average price of the Finnlines share preceding
Grimaldis announcement of its obligation to make a
Tender Offer, i.e. during the period 29 December 2005
28 December 2006. The consummation of the Tender Offer is
not conditional on any
preconditions. The offer period will commence as soon as
possible after the Financial Supervision Authority has
approved the Tender Offer document, preliminarily on 22
January 2007, and last approximately four weeks unless
the offer period is extended in accordance with the terms
and conditions of the Tender Offer. The
Tender Offer document and the terms and conditions of the
Tender Offer will be published before the offer period
begins.
After the consummation of this Tender Offer, the Offeror
or any other company of Grimaldi Group will not be
obliged to make any further mandatory tender offer for
the Shares, considering that ownership of the companies
belonging to the Grimaldi Group has already exceeded one
half (1/2) of all the issued Shares and
the related voting rights.
Evli Bank Plc, Corporate Finance acts as corporate
finance advisor to Grimaldi. Capitalia S.p.A. acts as
joint financial advisor.
Grimaldi Compagnia di Navigazione S.p.A.
BOARD OF THE DIRECTORS
Further information:
Emanuele Grimaldi, Managing Director, Grimaldi Group,
Phone: +39 081 496460
Minna Avellan, Account Executive, Hill and Knowlton
Finland Ltd,
Phone: +358 9 3486 1209
Further information on the transaction:
Esa Pensala, Director, Evli Bank Plc, Corporate Finance,
Phone: +358 9 4766 9786
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