WESTPORT, Conn.--(BUSINESS WIRE)--May 16, 2016--
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160515005045/en/
Source: Terex Corporation
Terex Corporation
Tom Gelston, (203) 222-5943
Vice President,
Investor Relations
thomas.gelston@terex.com