Terex takeover attains 71.79 percent acceptance rate
Düsseldorf, 05. July 2011
The voluntary public tender offer to shareholders of Demag Cranes AG submitted by Terex Industrial Holding AG on 19 May 2011 and improved on 16 June has been successful. According to information from Terex, the acceptance rate at the end of the acceptance period on 30 June was 71.79 percent; together with the 1.02 percent that Terex had acquired previously this adds up to 72.81 percent. Terex has thus attained its stipulated minimum acceptance level of 51 percent. Subject to the pending regulatory approval in Europe, Demag Cranes is therefore set to become part of the Terex Group. According to the German Securities Acquisition and Takeover Act (WpÜG), shareholders of Demag Cranes who have not accepted the offer during the acceptance period will have the opportunity to tender their shares during an additional acceptance period ending at midnight (CET) on 19 July 2011.
Terex increased the offer price from EUR 41.75 to EUR 45.50 per share on 16 June, representing a 29.3 percent premium on the three-month volume-weighted average share price before announcement of the tender offer. The Management Board and Supervisory Board of Demag Cranes AG had recommended that shareholders should accept the improved offer because they considered it to be in the interests of the company along with its shareholders, workforce and other stakeholders.
Terex had previously pledged far-reaching autonomy to Demag Cranes under a Business Combination Agreement. By that agreement, Demag Cranes, after the takeover by Terex, will remain an independent operating segment within Terex Group, pursuing its existing business activities. Strategic and operating responsibility for the business will remain with the Demag Cranes AG Management Board. Demag Cranes retains its Düsseldorf headquarters and has obtained a five-year site preservation guarantee for its German production sites in Wetter, Düsseldorf, Uslar and Luisenthal. Terex has also undertaken not to cause Demag Cranes to announce enforced redundancies as a direct result of the takeover for a period of three years. Following effectiveness of any domination agreement, Terex additionally intends to combine its activities in the port equipment business with Demag Cranes’ port technology business, the leadership of which is to vest with the Demag Cranes Operating Segment Board.
The Demag Cranes Group remains financially fully autonomous until such time as any domination agreement may be signed. The syndicated credit facility used by Demag Cranes has in the meantime been modified at the company’s request so that the impending majority takeover no longer constitutes an event that would permit the lending banks to call due the facility with immediate effect. This would not now be possible until a domination agreement were to become effective.
Aloysius Rauen, CEO of Demag Cranes AG, said on the provisional outcome of the takeover offer: “In our negotiations with Terex, alongside a significant increase in the offer price, we also attained important commitments for our workforce. We have additionally ensured that Demag Cranes will be able to continue its growth trajectory within the fold of the Terex Group on the basis of its clear and successful strategy. Our future majority shareholder will support us in this. We look forward to jointly realising the potential of this growth-oriented partnership under the conditions set down in the Business Combination Agreement.”
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 services, 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.