Finnlines Plc Stock Exchange Release 19 January, 2007
FINNLINES INFORMS
Grimaldi Compagnia di Navigazione S.p.A., a company of the
Grimaldi Group, has today made an announcement to Finnlines
Plc that Grimaldis mandatory public tender for all shares
in Finnlines commences on 22 January 2007.
Finnlines will publish the preliminary result for 2006
and the Board of Directors of Finnlines Plc will express its
opinion on the offer according to the Securities Market Act
on Friday, 26 January 2007.
Finnlines Plc
Antti Lagerroos
President and CEO
ENCLOSURE STOCK EXCHANGE RELEASE 19 January 2007 4.00 PM
GRIMALDI COMPAGNIA DI NAVIGAZIONE S.P.A.
STOCK EXCHANGE RELEASE 19 January 2007 4.00 PM
GRIMALDI COMPAGNIA DI NAVIGAZIONE S.P.A.S MANDATORY TENDER
OFFER FOR ALL SHARES IN FINNLINES PLC COMMENCES ON 22
January 2007
Grimaldi Compagnia di Navigazione S.p.A. (Grimaldi), a
company of the
Grimaldi Group, has today made an announcement to Finnlines
Plc (Finnlines) that Grimaldis mandatory public tender
for all shares in Finnlines (the Tender Offer) commences
on 22 January 2007.
The Finnish Financial Supervision Authority has today, 19
January 2007,
approved the Finnish version of the Tender Offer document
relating to the Tender Offer. The Tender Offer document will
be available no later than 22 January 2007 onwards in the
information office of the Helsinki Stock Exchange, OMX way,
Fabianinkatu 14, 00130 Helsinki, Finland and at Evli Bank
Plc, Aleksanterinkatu 19 A, 00100 Helsinki, Finland.
Furthermore, the Tender Offer document will be available on
the Internet at www.evli.com. The English translation of the
Tender Offer document is available in the above addresses.
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 Finnlines 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.
The following is a summary of the terms and conditions of
the Tender Offer. The full terms and conditions of the
Tender Offer (the Tender Offer Conditions) are attached to
this stock exchange release.
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 Tender Offer will be funded partly
through Grimaldis own reserves and partly through loan
facilities. The financing is not subject to any condition
that will affect the consummation of the Tender Offer.
Grimaldi has received all competition authority approvals
which are required for the consummation of the Tender Offer.
The offer period will commence on 22 January 2007 at 9.30
a.m. (Finnish time) and end on 16 February 2007 at 4.00 p.m.
(Finnish time), unless the offer period is extended in
accordance with the Tender Offer Conditions. The preliminary
results of the Tender Offer will be announced by a stock
exchange release on the first banking day following the end
of the offer period, i.e. preliminarily on 19 February 2007.
The Tender Offer will be completed with respect to all
Finnlines shareholders who have validly accepted the Tender
Offer no later than on the fourth banking day following the
end of the offer period, i.e. preliminarily on 22 February
2007. The offer consideration will be paid into the bank
account of a Finnlines shareholder who has accepted the
Tender Offer notified by such shareholder to
his/her book-entry account operator or asset manager, or if
the title is
nominee registered, into the bank account defined in the
acceptance form, on or about the third banking day following
the date of the completion trade, preliminarily on 27
February 2007.
Book-entry account operators and asset managers will mail
tender instructions and a Tender Offer acceptance form to
their customers who are shareholders in Finnlines. Should a
Finnlines shareholder not receive the tender instructions
and the acceptance form from his/her book-entry account
operator or asset manager, the shareholder can obtain an
acceptance form also from Evli Bank Plc, at Aleksanterinkatu
19 A (4th floor), 00100 Helsinki, Finland, from the Internet
at www.evli.com or by ordering by phone at +358 9 4766 9931
or by e-mail at the address operations@evli.com.
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
DISTRIBUTION
Helsinki Stock Exchange
Main media
Grimaldi Group is one of the worlds largest privately owned
shipping
companies. The Group, founded in 1945, by the Grimaldi
family, who are still active in the company, is a specialist
in the roll on/roll off method of shipment and currently
owns one of the largest fleets of ro/ro multipurpose and car
carrier vessels in the world.
The Grimaldi Group, with a fleet of 56 owned vessels
(excluding Finnlines), offers regular liner services
covering North Europe, the Mediterranean, West/Central
Africa and North/South America for the transport of cars,
vans, trucks and other commercial vehicles, all types of
containers, general cargo (paper, forestry products, etc.),
project cargo and passengers. The Grimaldi Group includes
the following companies: Grimaldi Compagnia di Navigazione
S.p.A., Atlantica S.p.A. di Navigazione, Industria Armamento
Meridionale S.p.A., Atlantic Container Line AB, Malta
Motorways of the Sea Ltd. and, since the end of 2006,
Finnlines Plc. The Grimaldi Group has an annual
turnover of EUR 1.3 billion (excluding Finnlines) and it
employs approximately 2,300 persons (excluding Finnlines).
This stock exchange release must not be released or
distributed in whole or in part in or into the United
States, Canada, Japan or Australia. This stock exchange
release is neither an offer to purchase nor a solicitation
for an offer to sell shares, and the tender offer will not
be made directly or indirectly in the United States, Canada,
Japan or Australia or any other jurisdiction where such an
offer would violate laws of that jurisdiction. This stock
exchange release and tender offer will not and may not be
distributed, forwarded or transmitted in any way, such as by
post, fax, email or telephone, or in any other way to or
from areas where it would violate the law.
APPENDIX: TERMS AND CONDITIONS OF THE TENDER OFFER
This is an unofficial translation from Finnish into English
of the original Tender Offer Conditions. In the event of any
discrepancy between the Finnish text and the English text,
the Finnish text shall govern.
TERMS AND CONDITIONS OF THE TENDER OFFER
Object of the Tender Offer
With this Tender Offer, Grimaldi offers to purchase, subject
to the terms and conditions mentioned hereinafter, all
Shares issued by Finnlines. The Tender Offer does not
include Shares owned by Finnlines or its subsidiaries.
Offer Consideration The Offer Consideration for each Share
in the Tender Offer is EUR 17.00 in cash provided that the
Tender Offer has been validly approved according to the
terms and conditions of this Tender Offer Document.
Tender Offer Period The Tender Offer is valid between 22
January 2007, 9.30 a.m. (Finnish time) and 16 February 2007,
4 p.m. (Finnish time) during which time Finnlines
shareholders can accept the Tender Offer, if the Tender
Offer Period is not extended or discontinued as described
later. The acceptance form concerning the acceptance of the
Tender Offer must be received by the recipient before the
termination of the Tender Offer Period. The Offeror reserves
the right to extend the Tender Offer Period. The Offeror
will announce a possible extension of the Tender Offer
Period in a stock exchange release on 15 February 2007 at
the latest. Furthermore, the Offeror will announce any
possible further extension of an already extended Tender
Offer Period or an extension of a suspended Tender Offer
Period at the latest
on the last day of the Tender Offer Period. In total the
Tender Offer Period can be ten (10) weeks at the most.
The Offeror may suspend extended Tender Offer Period. The
Offeror will announce the decision on the suspension of the
extended Tender Offer Period as soon as possible after such
decision has been taken and, in any case, no later than two
(2) weeks prior to the end of the suspended Tender Offer
Period. If the Offeror suspends the extended Tender Offer
Period, the Tender Offer Period will end at the earlier time
on the date announced by the Offeror. Increase and
Compensation Obligation
Grimaldi reserves the right to also acquire Shares during
the Tender Offer Period in public trading in the Helsinki
Stock Exchange.
Should the Offeror or another entity related to the Offeror
as stipulated in Chapter 6, Section 10, subsection 2 of the
Securities Markets Act acquire Shares during the Tender
Offer Period at a higher price than the Offer Consideration
or otherwise on better terms, the Offeror shall in
accordance with the Securities Markets Act, Chapter 6,
Section 13 amend the terms and conditions of this Tender
Offer to correspond with the acquisition on better terms
(increase obligation). In this case the Offeror shall
publish the increase obligation without delay and will pay
the difference between this higher price and the Offer
Consideration to those shareholders that have
accepted the Tender Offer in connection with the
consummation of his Tender Offer. Should the Offeror or
another entity related to the Offeror as stipulated in
Chapter 6, Section 10, subsection 2 of the Securities
Markets Act acquire Shares within nine (9) months of the
termination of the Tender Offer Period at
a higher price than the Offer Consideration or otherwise on
better terms, the Offeror shall in accordance with the
Securities Markets Act, Chapter 6, Section 13 pay the
difference between this higher price and the Offer
Consideration (compensation obligation). In this case the
Offeror shall publish the compensation obligation without
delay and will pay the difference between this higher price
and the Offer Consideration within one (1) month of the date
when the compensation obligation arose for those
shareholders that accepted the Tender Offer.
Tender Offer Acceptance Procedure The Tender Offer may be
accepted by a shareholder registered during the Tender Offer
Period in Finnlines shareholder register. Finnlines
shareholders
providing an acceptance must have a cash account in a
financial institution operating in Finland. Shareholders may
only approve the Tender Offer unconditionally. Acceptance of
the Tender Offer must be provided for each bookentry
account. Acceptance of the Tender Offer applies to all
Finnlines Shares that are in the book-entry accounts
mentioned in the shareholders acceptance form at the time
of the registration of the transfer restrictions or the
sales
reservation with respect to the Shares in connection with
the acceptance. An acceptance for the Tender Offer can not
be cancelled by the shareholder. Notwithstanding the
aforesaid, the shareholder may cancel the acceptance in
accordance with Chapter 6, Section 8 of the Securities
Markets Act , should a competing tender offer be published
by a third party during the Tender Offer Period.
Account operators will send instructions and a Tender Offer
acceptance form to those customers that are Finnlines share-
holders. Should Finnlines shareholders not receive
instructions or an acceptance form from their account
operator (e.g. the Finnish Central Securities Depository),
the shareholders can also obtain an acceptance form from
Evli Bank Plc at the address Aleksanterinkatu 19 A, 00100
Helsinki or at the internet address www.evli.com or by
telephone at (+358) 9 4766 9931 or by email at
operations@evli.com.
Those Finnlines shareholders whose Shares are nominee-
registered and who wish to approve the Tender Offer must pro-
vide their acceptance in accordance with the instructions
given by the administrator of their nominee registrations.
Grimaldi will not send an acceptance form or any other
documents related to the Tender Offer to these Finnlines
shareholders. With respect to pledged Shares, acceptance of
the Tender Offer requires the consent of the pledge holder.
Acquiring this consent is the responsibility of the
Finnlines shareholders in question. The pledge holders
consent must be delivered to the account operator in
writing. Those Finnlines shareholders that accept the
Tender Offer must complete, sign and return the acceptance
form duly signed to the account operator that manages their
book-entry account according to the instructions given by
the account operator or, if the account operator in question
will not receive the acceptance form, to Evli Bank Plc
office at the address Evli Bank Plc/Operations, P.O. Box
1080, 00101 Helsinki, Finland. Grimaldi reserves the right
to reject any acceptance forms that have been completed
erroneously or deficiently.
The acceptance form must be delivered so that it will be
received within the Tender Offer Period taking into account,
how-ever, the instructions given by the account operator.
Shareholders can deliver the acceptance forms in the way
they see fit at their own responsibility, and the acceptance
form will be considered as delivered only when an account
operator or Evli Bank Plc has effectively received it.
By accepting the Tender Offer Finnlines shareholders
authorize Evli Bank Plc or their account operator to enter
into their book-entry account transfer restrictions or a
sales reservation with respect to the Shares. Furthermore,
those holders of Finnlines Shares that accept the Tender
Offer authorize Evli Bank Plc or their account operator to
perform any other necessary entries and undertake any other
measures needed for the technical execution of the Tender
Offer and to sell all Shares held by the shareholder to
Grimaldi in accordance
with the terms and conditions of the Tender Offer.
Those shareholders of Finnlines who have validly accepted
the Tender Offer in accordance with the terms and conditions
of the Tender Offer are not permitted to sell or otherwise
control the Shares they hold. The transfer restrictions or a
sales reservation will be entered into the shareholders
book-entry account with respect to the Shares in the way
described below under the section Technical Consummation of
the Tender Offer after the shareholder has delivered the
acceptance form.
Technical Consummation of the Tender Offer
When an account operator or Evli Bank has received an
acceptance with respect to Shares conforming with the terms
and conditions of the Tender Offer, the account holder or
Evli Bank Plc will enter a sales reservation or a
restriction on the right of disposal in the said book-entry
account. In connection with the
clearing of the consummation transaction of the Tender
Offer, the sales
reservation or the restriction on the right of disposal will
be revoked and a cash consideration will be paid to the
Finnlines shareholders.
If a competing tender offer is published by a third party
during the Tender Offer Period and the shareholder exercises
his/her right to cancel the acceptance of the Tender Offer
pursuant to Chapter 6 Section 8 of the Securities Markets
Act, any sales reservations or restrictions on the right of
disposal with respect to Shares will be revoked within an
estimated three (3) banking days of receipt of a cancel
notification. In this case, no compensation will be paid to
Finnlines shareholders.
Notification of Final Offer Outcome
The preliminary outcome of the Tender Offer will be notified
by stock exchange release on the banking day following the
termination of the Tender Offer Period (estimate). The final
outcome of the Tender Offer will be notified on or about the
fourth (4th) banking day following the termination of the
Tender Offer Period. In connection with the notification of
the final outcome, the number of
those Finnlines Shares for which the Tender Offer has been
accepted will be confirmed.
Consummation of the Tender Offer, Terms of Payment,
Settlement and
Delivery of Offer Consideration
The Tender Offer will be completed with respect to all
Finnlines shareholders who have validly accepted the Tender
Offer no later than on the fourth (4th) banking day
following the end of the Offer Period, i.e. preliminarily on
22 February 2007 at the latest. If possible, the completion
trades will be executed on the Helsinki Stock Exchange. The
completion trades will be settled on the third (3rd) banking
day following the completion trades, i.e. preliminarily on
27 February 2007 at the latest. The Offer Consideration will
be paid to a Finnlines shareholder who has accepted the
Tender Offer into the bank account notified by such
shareholder, his/her book-entry account operator or asset
manager, or if the Shares are nominee-registered, into the
bank account defined in the acceptance form. The Offer
Consideration will be paid on or about the third (3rd)
banking day following the date of the completion trade. If
the bank account of a Finnlines
shareholder is at a different bank than his/her book-entry
account, the Offer Consideration will be paid into such bank
account approximately at the latest two (2) banking days
later in accordance with the schedule for payment
transactions between financial institutions.
Transfer of Title Title to the Shares with respect to which
the Tender Offer has been accepted will pass to the Offeror
against payment of the Offer Consideration. Transfer Tax and
Other Payments
Grimaldi will pay any transfer tax that may be charged in
Finland in connection with the sale of Shares.
Each Finnlines shareholder is liable for payments which,
based on an agreement made with the shareholder, the account
operator may charge for the transfer to the book-entry
securities system of any Shares not transferred to the
bookentry securities system and for the fees and commissions
charged by account operators, custodians, administrators of
nominee-registered Shares or other parties related to the
release of collateral or the revoking of any other
restrictions preventing the sale of Shares. Grimaldi is
liable for other normal costs caused by the registration of
entries in the book-entry system required by the Tender
Offer or the execution of trades pertaining to Shares in
compliance with the Tender Offer. Should a competing tender
offer be published by a third party during the Tender Offer
Period and should the shareholder exercise his/her right to
cancel the acceptance of the Tender Offer pursuant to
Chapter 6 Section 8 of the Securities Markets Act, some
account operators may charge the shareholder separately for
the registration of the relevant entries regarding the
acceptance and cancellation.
Other Matters
Grimaldi reserves the right to amend the terms and
conditions of this Tender Offer in accordance with Chapter
6, Section 7 of the Securities Markets Act. Should a
competing tender offer be published by a third party during
the Tender Offer Period, Grimaldi reserves the right to
decide upon extension of the Tender Offer Period as
stipulated in Chapter 6, Section 8 of the Securities Markets
Act.
Grimaldi will decide on all other matters related to the
Tender Offer.
The Tender Offer will not be made directly or indirectly in
areas in which making the Tender Offer would violate the
law. The Tender Offer Document or its related acceptance
forms will not be distributed or forwarded, nor may they be
distributed or forwarded in any way, such as by post, fax,
email or telephone, or in any other way, to or from areas
where it would violate the law. The Tender Offer will not be
made directly or indirectly in the United States,
Canada, Australia or Japan, nor to those countries, and nor
will the Tender Offer Document or its related information be
sent to the United States, Canada, Australia or Japan.