Statement on the tender offer by Terex: Management Board and Supervisory Board of Demag Cranes AG recommend not to accept present offer
Düsseldorf, 31. May 2011
- Management Board and Supervisory Board do not consider the offer price of EUR 41.75 per share to be appropriate
- Demag Cranes plans sustained and profitable growth in the years ahead
- Terex has not yet offered any dialogue on the tender offer
The Management Board and Supervisory Board of Demag Cranes AG have today both unanimously agreed their joint statement in accordance with Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) regarding the voluntary public tender offer published by Terex Industrial Holding AG on 19 May 2011. In the published statement, the Management Board and Supervisory Board of Demag Cranes AG give reasons for their view that the tender offer with an offer price of EUR 41.75 is not in the interest of Demag Cranes AG. They recommend that shareholders of Demag Cranes AG should not accept the offer of Terex Industrial Holding AG.
The Management Board and Supervisory Board have based their recommendation notably on the following considerations:
- The Management Board and Supervisory Board of Demag Cranes AG regard the offered price of EUR 41.75 to be inadequate from a financial point of view. Deutsche Bank AG and Rothschild GmbH have confirmed this assessment to the Management Board and Lazard & Co. GmbH has independently confirmed the assessment to the Supervisory Board in their respective fairness opinions.
- The Demag Cranes Group pursues a clear and successful strategy, which is geared to sustained and profitable growth. Given the positive economic outlook and the strategic positioning of Demag Cranes, the Management Board and Supervisory Board expect to regain strong rates of revenue growth in the next two financial years. As of today, the company anticipates generating a Group revenue in the ongoing financial year of approx. EUR 1.06 billion (previous target: EUR 1.02 billion to EUR 1.05 billion). For the financial year 2010/2011, the Company anticipates an operating EBIT margin of approx. 6.4 percent (previous target: 6.1 to 6.5 percent; financial year 2009/2010: 5.8 percent). No later than financial year 2012/2013, Group revenue is forecast to grow to EUR 1.3 billion and therefore to exceed the record level reached in financial year 2007/2008 (EUR 1,225.8 million). There are plans for new emerging market product families, among others, to deliver another sharp jump in revenue in financial year 2014/2015 to approx. EUR 1.7 billion. Subject to meeting the revenue target, we expect the Group operating EBIT margin to be above ten percent by as early as financial year 2012/2013. The operating EBIT margin is set to climb again sharply with the significant projected revenue growth in financial year 2014/2015.
In their statement, the Management Board and Supervisory Board refer expressly to the fact that Terex Industrial Holding AG published its decision to submit an offer to the shareholders without solicitation and that no agreements or arrangements with Demag Cranes in advance to the offer or the statement have existed. It is not possible at the current time to conclusively assess the strategic aims pursued in the offer or any other intentions of the bidder – including with regard to locations and jobs – especially in light of the fact that Terex has not initiated any discussions with the Management Board or the Supervisory Board of Demag Cranes AG relating to the offer until the date of this statement.
The reasoned opinion will be published in full during the day and can be viewed on the company's website in German at http://www.demagcranes-ag.de/de/Investor_Relations/Uebernahmeangebot/index.jsp as well as in English translation at http://www.demagcranes-ag.de/en/Investor_Relations/Tender_Offer/index.jsp. The German version is authoritative.
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.