WESTPORT, Conn., Jul 19, 2002 (BUSINESS WIRE) -- Terex Corporation (NYSE: TEX)
today announced that it has signed an Agreement and Plan of Merger with Genie
Holdings, Inc., a leading global manufacturer of aerial work platforms with 2001
revenues of $575 million.
The purchase consideration will be $75 million, consisting of $64.9 million in
Terex common stock and $10.1 million in cash, subject to adjustment. In
accordance with the agreement, the exchange ratio of Terex shares for Genie
shares will be based upon the average closing price for Terex common stock for
the ten consecutive trading days prior to the closing date. Based on the current
share price of Terex common stock, Terex expects to issue approximately 3.2
million shares of its common stock to Genie shareholders. In addition, Terex
will refinance approximately $195 million of Genie debt. The transaction is
subject to customary closing conditions, including regulatory approval, and is
anticipated to close in the third quarter of 2002.
"The acquisition of Genie is an excellent opportunity for us and meets all of
our acquisition criteria," commented Ronald M. DeFeo, Terex Chairman and Chief
Executive Officer. "Genie is a strong global brand with significant market
share, and this acquisition diversifies our product offering with the addition
of a complete line of aerial work platforms. This is a business sector that
three to four years ago had too many manufacturers and too much manufacturing
capacity. However, the market has since corrected this imbalance and today Genie
is one of two significant players in North America and three in Europe." Mr.
DeFeo continued, "From a financial perspective, we expect Genie will add
approximately $575 million in pro forma revenues, $0.20 - $0.30 per share in
earnings, and provide a return on invested capital in excess of 20%."
"The management team at Genie has done an excellent job building the Genie
business and franchise over the years and are a welcome addition to the Terex
family," said Mr. DeFeo. "Bob Wilkerson will continue with the company as
President of Genie, helping us to grow the aerial work platform business and
deliver value to our shareholders. In fact, the management team at Genie have
already identified and implemented $25 million in annualized cost savings that
will directly benefit Terex shareholders."
"I am excited about being part of the Terex management team and a Terex
shareholder," commented Mr. Wilkerson. "This transaction provides Genie the
opportunity to grow this business, especially in Europe, and I believe the
global reach and financial strength of Terex and the manufacturing capabilities
now available to Genie in Europe will provide a better platform to be more
competitive."
"The Terex franchise has grown significantly over the years, primarily through
acquisition," noted Mr. DeFeo. "With the proposed acquisition of Genie and the
pending Demag acquisition, which we expect to close during the third quarter of
2002, Terex's pro forma 2001 revenues would be approximately $3.4 billion,
clearly making Terex one of the largest companies in the construction and mining
business. I believe that what has differentiated Terex during the downturn in
the economy has been our ability to execute, not only on acquisitions, but also
on our business model. Our ability to remain focused on low cost manufacturing,
through outsourcing and low SG&A, has enabled us to remain flexible and able to
respond to changing market conditions. This has also allowed us to be
opportunistic and take advantage of opportunities as they arise in the market
and position Terex for continued growth in the future."
Mr. DeFeo also added, "With respect to our performance for the second quarter of
2002, I would like to confirm our prior earnings guidance for the quarter. We
expect the company to meet or exceed the First Call consensus estimate for the
second quarter of $0.41 per share. I will review the detailed results for the
quarter on our conference call scheduled for July 25th at 8:30 AM Eastern Time."
Safe Harbor Statement
The above contains forward-looking information based on Terex's current
expectations. Because forward-looking statements involve risks and
uncertainties, actual results could differ materially. Such risks and
uncertainties, many of which are beyond Terex's control, include among others:
Terex's business is highly cyclical and weak general economic conditions may
affect the sales of its products and its financial results; the sensitivity of
construction and mining activity to interest rates, government spending and
general economic conditions; the ability to successfully integrate acquired
businesses; the retention of key management personnel; foreign currency
fluctuations; Terex's businesses are very competitive and may be affected by
pricing, product initiatives and other actions taken by competitors; the effects
of changes in laws and regulations; Terex's business is international in nature
and is subject to changes in exchange rates between currencies, as well as
international politics; the ability of suppliers to timely supply Terex parts
and components at competitive prices; the financial condition of suppliers and
customers, and their continued access to capital; Terex's ability to timely
manufacture and deliver products to customers; Terex's substantial amount of
debt and its need to comply with restrictive covenants contained in Terex's debt
agreements; compliance with applicable environmental laws and regulations; and
other factors, risks, uncertainties more specifically set forth in Terex's
public filings with the SEC. Actual events or the actual future results of Terex
may differ materially from any forward looking statement due to those and other
risks, uncertainties and significant factors. The forward-looking statements
herein speak only as of the date of this release. Terex expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statement included in this release to reflect any changes in
Terex's expectations with regard thereto or any changes in events, conditions,
or circumstances on which any such statement is based.
Terex Corporation is a diversified global manufacturer based in Westport,
Connecticut, with 2001 annual revenues in excess of $1.8 billion. Terex is
involved in a broad range of construction, infrastructure, recycling and
mining-related capital equipment under the brand names of Advance, American,
Amida, Atlas, Bartell, Bendini, Benford, Bid-Well, B.L. Pegson, Canica,
Cedarapids, Cifali, CMI, Coleman Engineering, Comedil, CPV, Fermec, Finlay,
Franna, Fuchs, Grayhound, Hi-Ranger, Italmacchine, Jaques, Johnson-Ross,
Koehring, Lectra Haul, Load King, Lorain, Marklift, Matbro, Morrison, Muller,
O&K, Payhauler, Peiner, P&H, Powerscreen, PPM, Re-Tech, RO, Royer, Schaeff,
Simplicity, Square Shooter, Telelect, Terex, and Unit Rig. More information on
Terex can be found at www.terex.com.
TEREX CORPORATION (NYSE: TEX)
CONFERENCE CALL
Monday, July 22, 2002
8:30 a.m. Eastern Time
You are invited by Terex Corporation to participate in a conference call to
announce Terex's planned acquisition of Genie Industries, Inc. The live call of
the meeting will begin on Monday, July 22, 2002 at 8:30 a.m., Eastern Time.
Ronald M. DeFeo, Terex Chairman and CEO, will host the call.
To access the call, call the MCI Conference Call Center at (888) 657-9406 on
Monday, July 22, 2002 at least 10 minutes before the call is scheduled to begin
and specify the following:
- Your name and company
- Password TEX
To accommodate our audiences in other time zones or anyone unable to listen, MCI
will provide a replay of the teleconference. The replay will be available
immediately following the conclusion of the call and can be accessed until
Friday, July 26, at 6:00 p.m., Eastern Time. To access the replay, please call
(800) 645-7393, password: TEX or 839 on keypad.
International participants should call (630) 395-0374, password: TEX, at least
15 minutes before the start of the conference call. To access the replay, please
call (402) 220-0246, password: TEX or 839 on keypad.
A simultaneous slide presentation along with a listen-only mode webcast of this
conference call will be available on www.terex.com. Those who wish to view the
slide presentation or listen to the conference call should visit the Investor
Relations section of the company's Website at least 15 minutes prior to the
event's broadcast. Then, follow the instructions provided to assure that the
necessary audio applications are downloaded and installed. These programs can be
obtained at no charge to the user.
For further information, please contact Elizabeth Gaal, Investor Relations
Associate at (203) 222-5942.
CONTACT: Terex Corporation, Westport
Kevin O'Reilly, 203/222-5943
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