Statement on the amendment to the public takeover offer by Terex: Management Board and Supervisory Board of Demag Cranes AG recommend to accept the offer
Düsseldorf, 22. June 2011
The Management Board and Supervisory Board of Demag Cranes AG today agreed upon their joint supplementary statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) with regard to the amended offer document of Terex Industrial Holding AG dated 16 June 2011 in each case unanimously and without abstentions. In their supplementary statement, the Management Board and Supervisory Board substantiate their opinion that the improved offer from Terex is now in the interests of Demag Cranes AG, its shareholders, employees and other stakeholders. The Management Board and Supervisory Board recommend that the shareholders accept the improved offer by Terex. Specifically, the Management Board and Supervisory Board took the following aspects into consideration:
- The Management Board and Supervisory Board regard the offer price increased from the initial EUR 41.75 to EUR 45.50 per share to be adequate from a financial point of view. Deutsche Bank and Rothschild confirmed this assessment to the Management Board and Lazard to the Supervisory Board.
- As recorded in the Business Combination Agreement concluded on 16 June 2011 between Terex and Demag Cranes, Terex supports Demag Cranes’ clear and successful growth strategy and intends to support Demag Cranes in the further implementation of such strategy to expand the leading market position of Demag Cranes in its current fields of business. Furthermore, following a majority takeover, Demag Cranes is to remain an independent operating segment within Terex Group pursuing its existing business activities.
- The Business Combination Agreement now contains specific and binding commitments and assurances on the safeguarding of jobs and locations. Terex guarantees, for instance, that it will not cause Demag Cranes to announce enforced redundancies as a direct result of the planned takeover for a period of three years. A five-year site preservation guarantee has been agreed in respect of Demag Cranes’ German production sites Wetter, Düsseldorf, Uslar and Luisenthal.
In the opinion of the Management Board and the Supervisory Board, Terex has significantly improved its offer overall by increasing the offer price as well as by giving important commitments with respect to the interests of the workforce and pledging to maintain Demag Cranes’ far-reaching operational and strategic independence.
The supplementary statement of the Management Board and the Supervisory Board can be viewed in its entirety on the company’s website in German at http://www.demagcranes-ag.de/de/Investor_Relations/Uebernahmeangebot/index.jsp and in English translation at http://www.demagcranes-ag.de/en/Investor_Relations/Tender_Offer/index.jsp. Only the German version prevails.
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.