The Future Company is well positioned to lead the industry shift towards increased sustainability based on intelligent solutions.
This press release does not apply to the USA.
Cargotec Corporation (“Cargotec”) and Konecranes Plc (“Konecranes”) announce that their respective Boards of Directors have signed a combination agreement (the “Combination Agreement”) and a merger plan to combine the two companies through a merger (the “Future Company”).
The Future Company will be a customer-focused global leader in sustainable material flow. The Future Company’s illustrative combined annual sales is approximately EUR 7.0 billion and comparable operating profit approximately EUR 565 million based on fiscal year 2019.
The Future Company is well positioned to lead the industry shift towards increased sustainability based on intelligent solutions, by being a lifecycle partner for its customers and prioritizing safety in all its activities.
The Future Company can unlock significant value for its stakeholders by being the lifecycle partner for its customers, solving the sustainability challenge through innovation, positioning itself well to grow in material flow and by creating and combining a team of top global talent.
The Future Company initially aims to achieve a comparable operating profit in excess of 10 percent, supported by synergies expected to be approximately EUR 100 million annually that are expected to be achieved in full within 3 years from the completion.
The proposed combination will be implemented as a statutory absorption merger whereby Konecranes will be merged into Cargotec. Prior to or in connection with the completion of the merger, Cargotec will issue new shares without payment to the shareholders of Cargotec in proportion to their existing shareholding by issuing two (2) new class A shares for each class A share and two (2) new class B shares for each class B share, including new shares to be issued to Cargotec for its treasury shares. Upon completion, Konecranes’ shareholders will receive as merger consideration 0.3611 new class A shares and 2.0834 new class B shares in Cargotec for each share they hold in Konecranes on the record date. This implies that Konecranes shareholders would own approximately 50 percent of the shares and votes of the Future Company, and Cargotec shareholders would own approximately 50 percent of the shares and votes of the Future Company. In addition to the merger consideration shares, all the existing class A shares of Cargotec will be listed on Nasdaq Helsinki in connection with the merger.
Cargotec and Konecranes have obtained necessary commitments for the financing of the completion of the merger.
The combination is subject to, among other items, approval by a majority of two-thirds of votes cast and shares represented at the respective EGMs of Cargotec and Konecranes, and the obtaining of merger control approvals. Completion is expected in the fourth quarter of 2021, subject to all conditions for completion being fulfilled.
Shareholders representing approximately 44.8 percent of the shares and approximately 76.3 percent of the votes of Cargotec, and shareholders representing approximately 27.4 percent of the shares and votes of Konecranes, have irrevocably undertaken to vote in favour of the combination.
The combination is unanimously recommended by the Boards of Directors of Cargotec and Konecranes to their respective shareholders.
This release is not an offer of merger consideration shares in the United States and it is not intended for distribution in or into the United States or in any other jurisdiction in which such distribution would be prohibited by applicable law. The merger consideration shares have not been and will not be been registered under the U.S. Securities Act of 1933 (the “Securities Act”), and may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act. Source