Terex Announces Sale of Material Handling & Port Solutions Bus. to Konecranes; Mutually Terminates Previous Bus. Combination ...
May 16 2016 - 2:00AM
Business Wire
Terex Corporation (NYSE:TEX) today announced that it has agreed
with Konecranes Plc (Helsinki: KCR1V.HE) (“Konecranes”) to mutually
terminate the Business Combination Agreement (“BCA”) the companies
entered into on August 10, 2015, without payment of a fee by either
party.
In connection with the termination of the BCA, Terex has signed
a definitive agreement to sell its Material Handling and Port
Solutions business (“MHPS”) to Konecranes for total consideration
of approximately $1.3 billion. The consideration being paid is
comprised of $820 million in cash and 19.6 million newly issued
shares of Konecranes. Upon completion of the transaction, Terex
will own approximately 25% of the outstanding shares of Konecranes
and have the right to nominate two directors. The transaction,
which is subject to customary regulatory approvals and the approval
of the shareholders of Konecranes, is expected to close in January
2017.
The agreement provides Terex with the ability to continue to
pursue discussions with Zoomlion Heavy Industries Science &
Technology Co., Ltd. (“Zoomlion”). Terex has the right to terminate
the agreement on or before May 31, 2016 for a fee of $37 million if
Terex and Zoomlion agree on a sale of Terex as a whole.
“The sale of the MHPS business to Konecranes is good for our
customers, team members and shareholders,” said John L. Garrison,
Terex President and Chief Executive Officer. “This transaction is
expected to be accretive to Terex earnings per share and preserves
the strategic logic for the original merger of equals. In addition,
it will significantly reduce Terex’s debt levels, improves our
balance sheet and gives us longer term financial flexibility to
invest in our business and buy back shares. As a 25% shareholder of
Konecranes, Terex will also be able to share in the dividends,
synergies and economic upside of the combined business.”
Mr. Garrison emphasized, “This new transaction structure offers
other substantial benefits to Terex shareholders as well.
Importantly, the transaction locks in the benefits of the MHPS sale
while preserving the ability for Terex to continue discussions with
Zoomlion on a potential sale of the company at $31 per share with
the MHPS business or, alternatively, for the sale of Terex without
the MHPS business.”
Conference Call
Terex Corporation will be hosting a conference call at 9:00 am
Eastern on Monday, May 16, 2016 to provide an overview of the
transaction and answer analysts’ questions.
Investors in North America can access the call by dialing
877-726-6603. For investors outside of North American can access
the call by dialing 706-634-5517. No passcode will be required;
referencing the Terex Konecranes call will be sufficient. The
conference call also will be available live on the company’s
website at www.Terex.com. Please log-in or dial-in at least 10
minutes prior to the start time to ensure a connection.
Forward Looking
Statements
This press release contains forward-looking information based on
the current expectations of Terex Corporation. 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 Terex, include those factors
that are more specifically set forth in the public filings of Terex
with the Securities and Exchange Commission. Actual events or the
actual future results of Terex and Konecranes may differ materially
from any forward looking statement due to those and other risks,
uncertainties and significant factors. The forward-looking
statements speak only as of the date of this press release.
Terex expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statement included in this press release to reflect any changes in
expectations with regard thereto or any changes in events,
conditions, or circumstances on which any such statement is
based.
About Terex
Terex Corporation is a lifting and material handling solutions
company reporting in five business segments: Aerial Work Platforms,
Cranes, Material Handling & Port Solutions, Materials
Processing and Construction. Terex manufactures a broad range of
equipment for use in various industries, including the
construction, infrastructure, manufacturing, shipping,
transportation, refining, energy, utility, quarrying and mining
industries. Terex offers financial products and services to assist
in the acquisition of Terex equipment through Terex Financial
Services. Terex uses its website (www.terex.com) and its Facebook page (www.facebook.com/TerexCorporation) to make
information available to its investors and the market.
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version on businesswire.com: http://www.businesswire.com/news/home/20160515005045/en/
Terex CorporationTom Gelston, (203) 222-5943Vice President,
Investor Relationsthomas.gelston@terex.com
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