Terex Germany GmbH & Co. KG and Demag Cranes AG intend the conclusion of a domination and profit transfer agreement
Düsseldorf, 05. September 2011
Today, the management board of Demag Cranes AG and the management board of Terex Germany GmbH & Co. KG, Dortmund, an indirect subsidiary of Terex Corporation, Westport, USA, and the sole shareholder of Terex Industrial Holding AG, have decided to enter into negotiations on a domination and profit transfer agreement between Terex Germany GmbH & Co. KG as the dominating enterprise and Demag Cranes AG as the dominated enterprise. After the completion of the voluntary public tender offer, Terex Germany GmbH & Co. KG currently holds indirectly through Terex Industrial Holding AG in total 17,333,318 shares in Demag Cranes AG, corresponding to approx. 81.87% of the voting rights of the share capital of Demag Cranes AG entitled to vote.
The negotiations with Terex Germany GmbH & Co. KG with regard to the conclusion of a domination and profit transfer agreement will begin within the next days. The provisions regarding compensation and guaranteed dividend for minority shareholders will be in compliance with legal requirements and based upon a valuation of the company still to be conducted. Terex Germany GmbH & Co. KG and Demag Cranes AG will apply at the District Court of Düsseldorf for the appointment of a joint contract auditor to review the domination and profit transfer agreement.
Demag Cranes AG expects that the necessary preparations can be completed in December 2011 and that an ordinary general shareholders' meeting can resolve on the domination and profit agreement in February 2012.
About Demag Cranes
The Demag Cranes Group is one of the world’s leading suppliers of industrial cranes and crane components, harbour cranes and terminal automation technology. Services, in particular maintenance and refurbishment, are another key element of the Group’s business activities. The Group is divided into the business segments Industrial Cranes, Port Technology and Services and has strong and well-established Demag and Gottwald brands. Demag Cranes 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.
As a global supplier, Demag Cranes manufactures in 16 countries on five continents and operates a worldwide sales and service network that is present in over 60 countries through its subsidiaries such as Demag Cranes & Components GmbH and Gottwald Port Technology GmbH, agencies and a joint venture. In financial year 2009/2010, the Group, with its 5,711 employees, generated revenue of EUR 931.3 million. Since the end of June 2006, the Demag Cranes share (WKN: DCAG01) has been listed in the Prime Standard of the Frankfurt Stock Exchange and is traded on various indices including the MDAX®.
Demag Cranes AG. We Can Handle It.
Conditions for forward-looking statements
This press release contains forward-looking statements relating to the business, financial performance and earnings of Terex Material Handling & Port Solutions AG and its subsidiaries and associates. Forward-looking statements are based on current plans, estimates, projections and expectations and are therefore subject to risks and uncertainties, most of which are difficult to estimate and which in general are beyond the control of Terex Material Handling & Port Solutions AG. Consequently, actual developments as well as actual earnings and performance may differ materially from those which are explicitly or implicitly assumed in the forward-looking statements. Terex Material Handling & Port Solutions AG does not intend or accept any obligation to publish updates of these forward-looking statements.