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 book-entry 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 book-entry 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.
HSE: GRIMALDI COMPAGNIA DI NAVIGAZIONE S.P.A.S MANDATORY TENDER OFFER FOR ALL SHARES IN FINNLINES P
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