DGAP-News: Terex Industrial Holding AG: TEREX ACHIEVES MINIMUM TENDER CONDITION FOR DEMAG CRANES OFFER
(firmenpresse) - DGAP-News: Terex Industrial Holding AG / Key word(s): Offer
Terex Industrial Holding AG: TEREX ACHIEVES MINIMUM TENDER CONDITION
FOR DEMAG CRANES OFFER
01.07.2011 / 16:35
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Contact Information:
Tom Gelston
Vice President, Investor Relations
Phone: +1 203-222-5943
Email: thomas.gelston(at)terex.com
Alistair Hammond
CNC Communications
Phone: +49 89 599 458 126
Email: alistair.hammond(at)cnc-communications.com
TEREX ACHIEVES MINIMUM TENDER CONDITION FOR DEMAG CRANES OFFER
- Approximately 67% of the shares of Demag Cranes tendered
- Minimum acceptance level exceeded
WESTPORT, CT, July 1, 2011 - Terex Corporation (NYSE: TEX)('Terex') today
announced that the minimum acceptance level of 51% for the voluntary public
tender offer by Terex Industrial Holding AG to all shareholders of Demag
Cranes AG ('Demag Cranes') at EUR45.50 per share has been exceeded. Terex
also today announced that it has received early termination under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the
offer, and that it has formally filed the transaction with the European
Commission.
Preliminary information indicates that the offer was accepted for a total
of at least 14 million shares of Demag Cranes by the end of the acceptance
period. This corresponds to approximately 67% all outstanding shares of
Demag Cranes, and approximately 68% together with the shares of Demag
Cranes previously purchased by Terex Industrial Holding AG. The final
results with the exact number and percentage of shares and voting rights
tendered to, and owned by, Terex Industrial Holding AG at the end of the
acceptance period at June 30, 2011 at 24:00 hrs local time Frankfurt am
Main/18:00 hrs local time New York will be published according to the
statutory requirements promptly after they become available which is
expected on or about July 5, 2011.
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 of two weeks following the publication of
the final tender results. The completion of the offer still remains subject
to several other conditions, primarily the merger control clearance by the
European Commission.
Ronald M. DeFeo, Terex Chairman and Chief Executive Officer, said: 'We are
pleased with the high level of support for this transaction from the
shareholders and management of Demag Cranes. With the addition of Demag
Cranes to the Terex Group, we will add a new business segment with
world-class products in industrial cranes/hoists and port technology. The
success of our offer demonstrates the confidence in the compelling
industrial rationale of this deal and the growth opportunities for both
companies.'
Terex is a leading global manufacturer operating in four business segments,
Aerial Work Platforms, Construction, Cranes, and Materials Processing, with
net sales of $4.4 billion in 2010 and 16,300 employees worldwide. Demag
Cranes, headquartered in Dusseldorf, Germany, is a leading provider of
industrial cranes, crane components, harbor cranes and port automation
technology.
Demag Cranes' business is highly complementary to the existing Terex
business, and the combination has compelling industrial logic. The combined
entity would have had total revenues of about $5.8 billion in 2010 with a
strong footprint in Europe and emerging markets, especially in China.
Terex Industrial Holding AG offered a price of EUR45.50 per share,
representing an approximately 25 percent premium to the closing share price
of EUR36.30 on April 29, 2011 and a 28 percent premium to the three-month
volume-weighted average share price of EUR35.56 as of April 29, 2011. The
offer price further represents a 53 percent premium to the last undisturbed
share price prior to the speculation regarding possible takeover interest
in Demag of EUR29.65 on October 6, 2010.
Terex Industrial Holding AG launched a voluntary public tender offer for
all the outstanding shares of Demag Cranes. The offer period started on
Thursday, May 19, 2011 and ended on June 30, 2011 at 24:00 hrs local time
Frankfurt am Main/18:00 hrs local time New York.
###
Further Information
This press release is for informational purposes only and is not an offer
to buy or the solicitation of an offer to sell any Demag Cranes shares. The
offer to buy Demag Cranes shares is only made pursuant to, and is subject
to the terms and conditions set out in the offer document approved by the
German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, BaFin) as formally amended on June 16, 2011.
The offer document and the amendment of the offer document are both
available at www.industrialholding-angebot.de. A non-binding English
translation of the offer document and of the amendment of the offer
document, which have not been reviewed by the BaFin, are available on that
website as well. Shareholders of Demag Cranes are strongly advised to
carefully read in full the published offer document as published on May 19,
2011 and the amendment of the offer document published on June 16, 2011, as
well as all other publications and notifications of Terex Industrial
Holding AG in connection with the takeover offer. D.F. King&Co., Inc. has
been retained to serve as the information agent.
About Terex
Terex Corporation is a diversified global manufacturer operating in four
business segments: Aerial Work Platforms, Construction, Cranes, and
Materials Processing. Terex manufactures a broad range of equipment for use
in various industries, including the construction, infrastructure,
quarrying, mining, shipping, transportation, refining, energy and utility
industries. Terex offers financial products and services to assist in the
acquisition of Terex equipment through Terex Financial Services. Terex uses
its website to make information available to its investors and the market
at www.terex.com.
About Demag Cranes
Demag Cranes AG is one of the world's leading suppliers of industrial
cranes and crane components, harbor cranes and terminal automation
technology. Services, in particular maintenance and refurbishment, are
another key element of Demag Cranes' business activities. Demag Cranes 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.
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 Demag
Cranes 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.
###
Terex Corporation
200 Nyala Farm Road, Westport, Connecticut 06880
Telephone: (203) 222-7170, Fax: (203) 222-7976, www.terex.com
End of Corporate News
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130655 01.07.2011
Datum: 01.07.2011 - 16:35 Uhr
Sprache: Deutsch
News-ID 34525
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Kategorie:
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