Finnlines Oyj Stock Exchange Release 26 January 2007 at 9.45 am
FINNLINES PLCS BOARD OF DIRECTORS OPINION IN RELATION TO GRIMALDI
COMPAGNIA DI NAVIGAZIONE S.P.A.S MANDATORY TENDER OFFER.
Summary
Grimaldi Compagnia di Navigazione S.p.A. (Grimaldi) has made a
mandatory tender offer for all shares in Finnlines Plc
(Finnlines). The cash consideration for each share in Finnlines is
EUR 17.00 (the Offer Consideration) and the offer period has
commenced on 22 January 2007 (the Mandatory Tender Offer). The
Finnish Financial Supervision Authority has approved the tender
offer document relating to the Mandatory Tender Offer on 19 January
2007.
The Board of Directors of Finnlines has evaluated the Mandatory
Tender Offer and its conditions based on Grimaldis tender offer
document published on 22 January 2007. The Board of Directors of
Finnlines considers the Offer Consideration to be too low taking
into account the companys new competitive capacity and strong
position in the Baltic Seas rapidly growing market area. The Offer
Consideration is also 2.0% lower than the closing price of the share
in Finnlines on 25 January 2007 which was EUR 17.35.
Shareholders must independently decide for their part on the
acceptance of the Mandatory Tender Offer while taking into account
all information presented in the tender offer document and this
opinion of the Board of Directors.
The Board of Directors draw the attention of Finnlines
shareholders, in particular, to the fact that Grimaldi currently
holds approximately 50.1 percent of the votes in Finnlines and is
consequently in a position to (i) nominate a new Board of Directors
to the company and (ii) resolve on the distributable amount of
dividend at the companys General Meeting of Shareholders, among
other things. The Board of Directors believes that the composition
of the Board of Directors and the top management of the company will
change significantly. The Board of Directors has no information
about the strategy or dividend policy of the new Board of Directors
to be elected in the General Meeting of Shareholders. The Board of
Directors note that, according to the Finnish Companies Act,
shareholders who hold at least 1/10 of all shares may request at the
General Meeting of Shareholders that a minimum dividend be paid in
accordance with the prerequisites prescribed by law.
The attention of the shareholders is also drawn to the fact that
Grimaldi will not have an obligation to make a mandatory tender
offer regarding the Finnlines shares in the future. There may be
reduced trading in the Finnlines shares and the price formation of
the shares on the stock exchange may be less certain than currently.
The Board of Directors also note that should Grimaldi acquire more
shares in Finnlines after the lapse of more than nine months from
the expiry of the offer period of the Mandatory Tender Offer at a
price that is higher than the Offer Consideration, the shareholders
who accepted the Mandatory Tender Offer will not be entitled to a
compensation.
A value for the shares at the level of the Mandatory Tender Offer or
higher may not necessarily be realised in the future. Shareholders
who do not accept the Mandatory Tender Offer should therefore take
notice of the facts described above.
The members of the Board of Directors, Emanuele Grimaldi, Jukka
Härmälä and Timo Jouhki did not participate in the handling of the
Mandatory Tender Offer in the Board of Directors or the issuing of
this opinion. Emanuele Grimaldi is the Managing Director of the
tenderer company Grimaldi, Jukka Härmälä is the Managing Director of
Stora Enso Oyj which sold their shares in Finnlines in November 2006
and Timo Jouhki is the Chairman of the Board of Directors of
Thominvest Oy, which sold their shares in Finnlines in October 2006.
Mandatum & Co. Ltd has been acting as the financial adviser for the
Board of Directors of Finnlines. The legal counsel for the Board of
Directors of Finnlines has been Hannes Snellman Attorneys at Law
Ltd.
This opinion of the Board of Directors will be sent via mail to all
Finnlines shareholders
Mandatory Tender Offer in brief
The cash consideration for each share in Finnlines is EUR 17.00.
According to information published by Grimaldi, the Mandatory Tender
Offer will be funded partly through Grimaldis own reserves and
partly through loan facilities. According to information published
by Grimaldi, the financing is not subject to any condition that
could affect the consummation of the Tender Offer.
The tender offer document relating to the Mandatory Tender Offer has
been published on 22 January 2007. The offer period pursuant to the
Mandatory Tender Offer has commenced on 22 January 2007 at 9.30 a.m.
(Finnish time) and will expire on 16 February 2007 at 4.00 p.m.
(Finnish time), unless the offer period is extended or suspended in
accordance with the conditions of the Mandatory Tender Offer. The
consummation of the Mandatory Tender Offer does not contain any
special conditions.
Grimaldi Group companies hold in aggregate 20,392,537 shares in
Finnlines, representing 50.1 per cent of all shares and votes in
Finnlines on 19 January 2007.
The detailed conditions of the Mandatory Tender Offer are presented
in the tender offer document, which has been published by Grimaldi
on 22 January 2007. The tender offer document is available from OMX
way, Fabianinkatu 14, FI-00130 Helsinki, Finland and at Evli Bank
Plc, Aleksanterinkatu 19 A, FI-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 also available in the above addresses.
The opinion of the Board of Directors of Finnlines Plc in relation
to the Mandatory Tender Offer
The Offer Consideration for each share in Finnlines is EUR 17.00.
According to calculations of the Board of Directors of Finnlines,
the Offer Consideration is 5.1% higher than the one month volume-
weighted average share price, 5.2% higher than the three month
volume-weighted average share price and 6.6% higher than the six
month volume-weighted average share price. The average share prices
are calculated for the periods preceding the announcement of the
Mandatory Tender Offer on 29 December 2006. The Offer Consideration
is 0.6% lower than the highest price of EUR 17.10 paid for a share
in Finnlines during the year preceding the publication of the tender
obligation. The closing price of the share in Finnlines was EUR
17.35 on 25 January 2007.
The Board of Directors of Finnlines considers the Offer
Consideration to be too low taking into account the companys new
competitive capacity and strong position in the Baltic Seas rapidly
growing market area. The Offer Consideration is also 2.0% lower than
the closing price of the share in Finnlines on 25 January 2007 which
was EUR 17.35. The Board of Directors of Finnlines believes that the
companys business fundamentals are solid and that the company has
distinct possibilities for growth based on the companys new
competitive capacity and the companys strong position in the Baltic
Seas rapidly growing market area. The Board of Directors of
Finnlines estimates that the future operations conducted in
accordance with the plans of the company could in the future produce
a higher value to the shareholders than the Offer Consideration.
However, the Board of Directors cannot in any way guarantee that
this or any other alternative will be realised and when realised
would produce a higher value to the shareholders.
Shareholders must independently decide for their part on the
acceptance of the Mandatory Tender Offer while taking into account
all information presented in the tender offer document and this
opinion of the Board of Directors.
The Board of Directors draw the attention of Finnlines
shareholders, in particular, to the fact that Grimaldi currently
holds approximately 50.1 percent of the votes in Finnlines and is
consequently in a position to (i) nominate a new Board of Directors
to the company and (ii) resolve on the distributable amount of
dividend at the companys General Meeting of Shareholders, among
other things. The Board of Directors believes that the composition
of the Board of Directors and the top management of the company will
change significantly. The Board of Directors has no information
about the strategy or dividend policy of the new Board of Directors
to be elected in the General Meeting of Shareholders. The Board of
Directors note that, according to the Finnish Companies Act,
shareholders who hold at least 1/10 of all shares may request at the
General Meeting of Shareholders that a minimum dividend be paid in
accordance with the prerequisites prescribed by law. The minimum
dividend shall be at least one half of the profits of the financial
period, less the amounts not to be distributed under the articles of
association. However, the amount shall be no more than is possible
to distribute without consent of creditors and no more than eight
per cent of the companys shareholders equity. The possible
distributions of profits during the financial period and before the
General Meeting of Shareholders shall be subtracted from the amount
to be distributed.
The attention of the shareholders is also drawn to the fact that
Grimaldi will not have an obligation to make a mandatory tender
offer regarding the Finnlines shares in the future. There may be
reduced trading in the Finnlines shares and the price formation of
the shares on the stock exchange may be less certain than currently.
The Board of Directors also note that should Grimaldi acquire more
shares in Finnlines after the lapse of more than nine months from
the expiry of the offer period of the Mandatory Tender Offer at a
price that is higher than the Offer Consideration, the shareholders
who accepted the Mandatory Tender Offer will not be entitled to a
compensation.
A value at the level of the Mandatory Tender Offer or higher may not
necessarily be realised in the future. Shareholders who do not
accept the Mandatory Tender Offer should be aware of the facts
described above.
According to the Finnish Securities Market Act, the Board of
Directors shall also state its well-grounded assessment on the
strategic plans presented by the offeror and their probable effects
on the operations and employment of Finnlines. Grimaldi has
announced that it does not currently have any plans regarding
Finnlines business operations or employees deviating from those
resolved and previously communicated by the Board of Directors of
Finnlines. Grimaldi has also announced that the company does not
expect the consummation of the Mandatory Tender Offer to have
immediate effects on the operations or assets of Finnlines, its
current organisation or the position of its management and
employees. However, Grimaldi has informed that it believes that in
the medium-long term some sort of consolidation should be pursued
between Finnlines and the other companies belonging to the Finnlines
Group, rather than between Grimaldi and Finnlines. On the basis of
the information presented by Grimaldi, the Board of Directors of
Finnlines estimate that the Mandatory Tender Offer will not have an
immediate effect on the current operations or employment of
Finnlines. The Board of Directors believes that the composition of
the Board of Directors and the top management of the company will
change significantly. The Board of Directors has no information
about the strategy or dividend policy of the new Board of Directors
to be elected in the General Meeting of Shareholders.
The members of the Board of Directors, Emanuele Grimaldi, Jukka
Härmälä and Timo Jouhki did not participate in the handling of the
Mandatory Tender Offer in the Board of Directors or the issuing of
this opinion. Emanuele Grimaldi is the Managing Director of the
tenderer company Grimaldi, Jukka Härmälä is the Managing Director of
Stora Enso Oyj which sold their shares in Finnlines in November 2006
and Timo Jouhki is the Chairman of the Board of Directors of
Thominvest Oy, which sold their shares in Finnlines in October 2006.
This opinion of the Board of Directors will be sent via mail to all
Finnlines shareholders
FINNLINES PLC
BOARD OF DIRECTORS
Additional information: Antti Lagerroos tel. +358 10 343 4404
DISTRIBUTION Helsinki Stock Exchange
Main Media
FINNLINES PLCS BOARD OF DIRECTORS OPINION IN RELATION TO GRIMALDI COMPAGNIA DI NAVIGAZIONE S.P.A.
| Source: Finnlines