Cramo Oyj - Tender offer

Cramo acquires Theisen Baumaschinen AG and expands into Germany, Austria, Switzerland and Hungary

Vantaa, Finland, 2011-01-11 08:00 CET (GLOBE NEWSWIRE) -- 

Cramo Plc   Stock Exchange Release 11 January 2011 at 9.00 am Finnish time
(GMT+2) 

Cramo acquires Theisen Baumaschinen AG and expands into Germany, Austria,
Switzerland and Hungary 

Cramo Plc has signed an agreement to acquire 100 per cent of the share capital
of Theisen Baumaschinen AG (“Theisen”), a German-based equipment rental group.
The seller is Arrex Beteiligungs-GmbH, a privately-owned holding company. 

The purchase price will be approximately EUR 47million. EUR 40 million of the
consideration will be paid in cash and the rest in Cramo Plc's new shares
pursuant to a directed share issue to be made to the seller equaling to
approximately EUR 7 million. Cramo will also assume Theisen's existing net
interest-bearing debt and financial leasing liabilities, resulting in an
enterprise value of approximately EUR 85 million for the transaction. Cramo
will use its existing long-term credit facilities to finance the transaction.
The transaction-related intangible assets and goodwill total approximately EUR
21 million. 

The number of Cramo Plc's new shares to be issued as consideration will be
determined based on the weighted average stock exchange price of Cramo Plc's
shares for the period of fifteen consecutive exchange trading days prior to and
ending after expiration of five consecutive exchange trading days following the
signing of the agreement. Cramo Plc's Board of Directors will use the share
issue authorisation granted to it by the Annual General Meeting held on 13
April 2010 for the directed share issue. 

Theisen Group is among the top-three providers of equipment rental services in
Germany with a rental fleet consisting primarily of construction machinery,
access equipment and tools. In addition to equipment rental, the company
carries out a smaller equipment trading operation. Approximately 90% of sales
are generated in Germany, where Theisen has a wide national presence through 90
rental depots. International operations include nine rental depots in Austria,
three in Switzerland and one in Hungary. Theisen Group has 274 employees and
its customers include building and construction companies, property management
companies, the service industry as well as private customers. 

In 2009, Theisen generated sales of approximately EUR 85.7 million, EBITDA of
approximately EUR 11.4 millionand EBIT of approximately EUR 3.0 million (IFRS
adjusted). Theisen's EBITDA margin is affected by a siginificant part of the
Group's fleet being financed by operational leasing. The Group's profitability
is expected to have improved somewhat in 2010. Theisen's final IFRS figures
will be verified after the closing. 

Theisen Group's geographic coverage in Germany, Austria, Switzerland and
Hungary complements very well with Cramo's current operations in the Nordic
countries and Central and Eastern Europe. Germany is Europe's largest
construction market and the 4th largest equipment rental market. The size of
the German equipment rental market is estimated at approximately EUR 3.5
billion. Rental penetration in Germany is still relatively low. 

“Through the acquisition of Theisen, Cramo strengthens its leading market
position in the European equipment rental market. Theisen is an ideal
complement to our current business operations not only from a geographic, but
also from a product, service and customer perspective”, says Vesa Koivula,
President and CEO of the Cramo Group. “Theisen's wide depot coverage provides
us good opportunities to introduce new products, services and concepts to
Theisen's existing customers, while also better opportunities to serve new
customers in the European markets. We also thinkthat the timing is right for
the transaction, as we are already seeing economic recovery in Theisen's
markets after the recession.” 

The transaction is expected to be earnings-neutral to Cramo Group in 2011 and
earnings-accretive thereafter. Cramo will book one-off transaction costs of
approximately EUR 2 million in its result for the first quarter of 2011. 

Cramo's CEO Vesa Koivula will be appointed as an interim managing director
within Theisen and Theisen's current managing director Alexander Renner will
remain with the business as a senior consultant. 

“This is an excellent opportunity to combine Theisen's operations with one of
the leading companies in the equipment rental market which is capable of taking
the business to the next level. As Theisen's and Cramo's businesses complement
well each other, I strongly believe the transaction to be good for all of
Theisen's employees”, says Alexander Renner. 

Cramo estimates that the Theisen acquisition will be closed by the end of
January 2011. 

Cramo will hold a combined news conference; conference call and live internet
broadcast (webcast) related to the Theisen acquisition in Kämp Kansallissali,
Aleksanterinkatu 44 A, 2nd floor, Helsinki, on Tuesday 11 January 2011 at 11.00
am. The briefing will be in English. 

To participate via conference call, please dial in 5 - 10 minutes before the
beginning of the event: 

+358 (0)9 2313 9201 (Finland)
+44 (0)20 7162 0077 (others)

The news conference can be viewed live via internet at the address:
http://www.cramo.com/Web/Core/Pages/Article.aspx?id=19640&epslanguage=EN

An on-demand webcast of the news conference will be available on the company
website later the same day. 


CRAMO PLC

Vesa Koivula
President and CEO


Further information
Vesa Koivula, President and CEO, tel: +358 40 510 5710
Martti Ala-Härkönen, CFO, tel: +358 40 737 6633


Distribution
NASDAQ OMX Helsinki Ltd.
Major media
www.cramo.com


Cramo is a service company specialising in construction machinery and equipment
rental and rental-related services, as well as the rental and sale of modular
space. As one of the industry's leading service providers in the Nordic
countries and Central and Eastern Europe, Cramo operates in eleven countries
with 288 depots. With a group staff of 2.000, Cramo's consolidated sales for
2009 was EUR 450 million and Cramo shares are listed on the NASDAQ OMX Helsinki
Ltd. For further information, please visit www.cramo.com.