WESTPORT, Conn.--(BUSINESS WIRE)--Mar. 23, 2016--
Terex Corporation (NYSE:TEX) today announced that it has received a
revised non-binding proposal from Zoomlion Heavy Industry Science and
Technology Co. (“Zoomlion”) to acquire all of the outstanding shares of
Terex for $31.00 per share in cash. The proposal is conditioned on,
among other things, receipt of U.S. and Chinese regulatory approval and
Zoomlion shareholder approval. The Terex Board of Directors, in
consultation with its legal and financial advisors, has determined to
pursue negotiations of definitive terms with Zoomlion to ascertain
whether it can obtain a binding proposal from Zoomlion which provides
for a high degree of closing certainty. There can be no assurance that a
satisfactory proposal can be achieved.
The Terex Board of Directors has not changed its recommendation in
support of the proposed combination with Konecranes. Until such time as
Terex’ existing agreement with Konecranes is terminated, Terex is
prohibited from entering into an agreement with Zoomlion. Without
agreement from Konecranes, Terex may not terminate its existing
agreement unless and until Terex shareholders vote upon, and fail to
approve, the Konecranes transaction, or Terex is otherwise entitled to
terminate under its agreement with Konecranes.
Credit Suisse Securities (USA) LLC, Moelis & Company and Citigroup
Global Markets, Inc. 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160323006533/en/
Source: Terex Corporation
Terex Corporation
Tom Gelston, 203-222-5943
Vice President,
Investor Relations
thomas.gelston@terex.com