Terex Corporation Confirms Receipt of Unsolicited Proposal from Zoomlion
January 26 2016 - 1:10PM
Business Wire
Terex Corporation (NYSE:TEX) that it has received an
unsolicited, non-binding acquisition proposal from Zoomlion Heavy
Industry Science and Technology Co. (“Zoomlion”) to acquire all of
the outstanding shares of Terex for $30.00 in cash. The proposal is
conditioned on, among other things, receipt of US and Chinese
regulatory approval and Zoomlion shareholder approval.
Terex previously announced that it had entered into a Business
Combination Agreement with Konecranes Plc providing for a
combination of Terex and Konecranes. The Terex Board of Directors
has not changed its recommendation of the proposed combination with
Konecranes.
Terex has entered into a confidentiality agreement with Zoomlion
and is in discussions with Zoomlion regarding the proposal.
Consistent with its fiduciary duties, the Terex Board of Directors,
in consultation with its legal and financial advisors, is carefully
reviewing the Zoomlion proposal to determine the course of action
that it believes is in the best interests of Terex shareholders.
Terex will have no further comment until the Board has completed
its review.
Credit Suisse Securities (USA) LLC and Moelis & Company are
serving as financial advisors to Terex and Fried Frank Harris
Shriver & Jacobson LLP, Bryan Cave LLP and Avance Attorneys Ltd
are acting as legal counsel to Terex.
About Terex:
Terex Corporation is a lifting and material handling solutions
company reporting in five business segments: Aerial Work Platforms,
Construction, Cranes, Material Handling & Port Solutions and
Materials Processing. 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 investors and the market.
Important Information For Investors And Stockholders:
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed business
combination, Terex and Konecranes will file relevant materials with
the SEC, including a Konecranes registration statement on Form F-4
that will include a proxy statement of Terex that also constitutes
a prospectus of Konecranes, and a definitive proxy
statement/prospectus will be mailed to stockholders of Terex.
INVESTORS AND SECURITY HOLDERS OF TEREX ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of the
registration statement and the proxy statement/prospectus (when
available) and other documents filed with the SEC by Terex or
Konecranes through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the
SEC by Terex will be available free of charge on Terex's internet
website at www.Terex.com.
Terex, its directors and certain of its executive officers may
be considered participants in the solicitation of proxies in
connection with the proposed transaction. Information about the
directors and executive officers of Terex is set forth in its proxy
statement for its 2015 annual meeting of stockholders, which was
filed with the SEC on April 1, 2015. Other information regarding
the participants in the proxy solicitations and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and
other relevant materials to be filed with the SEC when they become
available.
Forward Looking Statements
This document contains forward-looking statements regarding
future events, including statements regarding Terex or Konecranes,
the transaction described in this document and the expected
benefits of such transaction and future financial performance of
the combined businesses of Terex and Konecranes based on each of
their 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,"
"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 Terex and Konecranes, include among others:
the ability of Terex and Konecranes to obtain shareholder approval
for the transaction, the ability of Terex and Konecranes to obtain
regulatory approval for the transaction, the possibility that the
length of time required to complete the transaction will be longer
than anticipated, the achievement of the expected benefits of the
transaction, risks associated with the integration of the
businesses of Terex and Konecranes, the possibility that the
businesses of Terex and Konecranes may suffer as a result of
uncertainty surrounding the proposed transaction, and other
factors, risks and uncertainties that are more specifically set
forth in Terex' public filings with the SEC and Konecranes' annual
and interim reports. Each of Terex and Konecranes disclaim any
obligation to update the forward-looking statements contained
herein.
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version on businesswire.com: http://www.businesswire.com/news/home/20160126006427/en/
Terex CorporationTom Gelston, 203-222-5943Vice President,
Investor Relationsthomas.gelston@terex.com
Terex (NYSE:TEX)
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