On May 16, 2016, Konecranes announced that it has signed an agreement (the “Stock and Asset Purchase Agreement) to acquire from Terex Corporation (“Terex”) its Material Handling & Port Solutions segment ("MHPS") (the "Acquisition").
According to its terms, the Stock and Asset Purchase Agreement could be terminated by Terex prior to May 31, 2016, if it enters into, or reasonably believes that it will promptly enter into, a legally binding merger agreement with Zoomlion Heavy Industries Science & Technology Co., Ltd. (“Zoomlion”), in which case, it would pay Konecranes a termination fee of USD 37 million.
On May 27, 2016, Zoomlion announced that is has decided to terminate the negotiation in relation to the proposed acquisition of Terex. Konecranes will continue to work towards completing the Acquisition in accordance with the Stock and Asset Purchase Agreement.
“There are a number of key points that define the rationale of this deal. This Acquisition will enhance our position as a focused and global leader in service and equipment in industrial lifting and port solutions. The complementary range of MHPS equipment will give us a complete product offering. The Acquisition will significantly expand our international presence to better compete in the global markets. We will achieve critical scale in technology development and manufacturing operations. Of central importance is the fact that with MHPS we will have additional installed base for cranes. This, including the digitalization of our services, will offer broader opportunities to expand our service business and create earnings potential,” stated Panu Routila, President and CEO, Konecranes.
The Acquisition is subject to regulatory approvals and other closing conditions, including shareholder approval at a Konecranes Extraordinary General Meeting of shareholders, and is expected to close in early 2017.
KONECRANES PLC
Miikka Kinnunen Director, Investor Relations
FURTHER INFORMATION
Analysts and Investors:
Miikka Kinnunen, Director, Investor Relations, Konecranes Plc,
tel. +358 20 427 2050
Konecranes is a world-leading group of Lifting Businesses™, serving a broad range of customers, including manufacturing and process industries, shipyards, ports and terminals. Konecranes provides productivity-enhancing lifting solutions as well as services for lifting equipment and machine tools of all makes. In 2015, Group sales totaled EUR 2,126 million. The Group has 11,600 employees at 600 locations in 48 countries. Konecranes is listed on Nasdaq Helsinki (symbol: KCR1V).
DISTRIBUTION Nasdaq Helsinki Major media www.konecranes.com
FORWARD LOOKING STATEMENTS
This stock exchange release contains forward-looking statements regarding future events, including statements regarding Konecranes, Terex or MHPS, the Acquisition described in this stock exchange release and the expected benefits of such transaction and future financial performance of the combined businesses of Konecranes and MHPS based on current expectations. These statements involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. When included in this document, the words “may”, “expects”, “intends”, “anticipates”, “plans”, “wants”, “will”, “projects”, “estimates” and the negatives thereof and analogous or similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that the statement is not forward-looking. Terex and Konecranes have based these forward-looking statements on current expectations and projections about future events. These statements are not guarantees of future performance.
Because forward-looking statements involve risks and uncertainties, actual results could differ materially. Such risks and uncertainties, many of which are beyond the control of Konecranes, include, among others: Konecranes’ ability to obtain shareholder approval for the Acquisition and the required amendments to the Konecranes’ articles of association; the ability of Konecranes to obtain regulatory approval for the Acquisition; Konecranes’ ability to issue class B shares and list American Depositary Shares on the New York Stock Exchange; the total consideration to be paid by Konecranes to Terex in connection with the Acquisition; the possibility that the length of time required to complete the Acquisition will be longer than anticipated; the achievement of the expected synergies and benefits of the Acquisition; risks associated with the integration of the MHPS business into Konecranes; the ability of Konecranes and Terex to terminate the Stock and Asset Purchase Agreement under certain circumstances; the possibility that Konecranes’ businesses may suffer as a result of uncertainty surrounding the Acquisition; Konecranes’ ability to obtain financing for the Acquisition; Konecranes’ financial position after the Acquisition; and other factors, risks and uncertainties that are more specifically set forth in Konecranes’ annual and interim reports. Konecranes disclaims any obligation to update the forward-looking statements contained herein.
