Terex Launches Tender Offer for Demag Cranes AG

May 19, 2011
  • Offer price of EUR 41.75 per share represents a premium of 41 percent to pre-takeover speculation share price on October 6, 2010
  • Benefits for Demag and Terex through complementary business profile
  • Demag shareholders can tender their shares from today until June 30, 2011 (24:00 hours local time Frankfurt am Main)
  • Offer is subject to 51 percent acceptance threshold

WESTPORT, Conn., May 19, 2011 (BUSINESS WIRE) -- Terex Industrial Holding AG today is launching its voluntary public tender offer for all outstanding shares of Demag Cranes AG ("Demag"). Terex Industrial Holding AG is an indirect wholly-owned subsidiary of Terex Corporation (NYSE: TEX) ("Terex"). Following its approval by the German Federal Financial Supervisory Authority (BaFin) the offer document is now available at www.industrialholding-angebot.de. A non-binding English translation of the offer document, which has not been reviewed by the BaFin, will be made available on that website as well. The tender offer is subject to the terms and conditions that are set out in the offer document.

The offer period starts today, Thursday, May 19, and has been set to end on June 30, 2011 at 24:00 hours local time Frankfurt am Main/18:00 hours local time New York. Acceptance must be declared in writing to the respective custodian bank and further details on how to accept the offer are provided in the offer document. Commerzbank AG will act as settlement agent with regards to the offer. The tender offer is subject to the condition of a minimum acceptance level of not less than 51 percent of all Demag shares outstanding.

As previously announced, Terex is offering Demag shareholders a price of EUR 41.75 in cash which represents a premium of 41 percent to the pre-takeover speculation share price on October 6, 2010. The offer also represents a premium of 19 percent compared to the volume weighted three months average share price prior to the publication of the decision to launch an offer on May 2, 2011, and a premium of 15 percent to the closing price on April 29, 2011 of EUR 36.30.

Demag's business is highly complementary to that of Terex, and the combination has a compelling industrial logic. The combined entity would have had total revenues of approximately $5.8 billion in 2010, with a strong footprint in Europe and emerging markets, especially in China.

"We see Demag as an excellent fit with our existing business and believe that we can build upon business opportunities much more effectively and accelerate growth for both companies," said Ronald M. DeFeo, Terex Chairman and Chief Executive Officer. "We have a lot of respect for the Demag management team and its work force and would welcome the opportunity to discuss the compelling industrial logic of a combination of our businesses."

Further Information

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any Demag shares. The offer to buy Demag shares is only made pursuant to the offer document approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Shareholders of Demag are strongly advised to carefully read in full the published offer document, as well as all other publications and notifications of Terex Industrial Holding AG in connection with the takeover offer.

About Terex

Terex Corporation is a diversified global manufacturer operating in four business segments: Aerial Work Platforms, Construction, Cranes, and Materials Processing. Terex manufactures a broad range of equipment for use in various industries, including the construction, infrastructure, quarrying, mining, shipping, transportation, refining, energy and utility industries. Terex offers financial products and services to assist in the acquisition of Terex equipment through Terex Financial Services. Terex uses its website to make information available to its investors and the market at www.terex.com.

About Demag Cranes

Demag Cranes AG is one of the world's leading suppliers of industrial cranes and crane components, harbor cranes and terminal automation technology. Services, in particular maintenance and refurbishment, are another key element of Demag's business activities. Demag is divided into the business segments Industrial Cranes, Port Technology and Services and has strong and well-established "Demag" and "Gottwald" brands. Demag sees its core competence in the development and construction of technically sophisticated cranes and hoists as well as automated transport and logistics systems in ports and terminals, the provision of services for these products and the manufacture of high-quality components.

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 Demag 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.

SOURCE: Terex Corporation

Terex Corporation
Tom Gelston, 203-222-5943
Vice President, Investor Relations
thomas.gelston@terex.com
or
CNC Communications
Alistair Hammond, 0049-89-599 458 126
Alistair.Hammond@cnc-communications.com