Terex Corporation and Konecranes Plc jointly announced that their respective Boards of Directors have unanimously approved a definitive business combination agreement and the resulting all-stock merger of equals.
Konecranes and Terex will combine to create a single company with estimated pro forma 2014 revenues and EBITDA of $10.0 billion and $845 million, respectively. Upon completion of the transaction, Terex shareholders will own approximately 60% of the combined company and Konecranes shareholders will own approximately 40%. The newcompany will be named Konecranes Terex Plc and will be incorporated in Finland.
Compelling strategic rationale
The combination will bring together two complementary leaders in cranes, materials handling, and equipment servicing solutions to create a premier industrial company. The combined company is expected to create enhanced shareholder value in a variety of ways, among them:
Increased global scale with enhanced competitiveness to rival low-cost emerging market players;
Broader presence in key sectors with greater opportunity to capitalize on growth trends in the port and industrial sectors as well as services;
More robust portfolio of complementary products and customer solutions;
Critical scale for further technology development and enhanced R&D;
Significant operational and corporate synergies and complimentary geographic profiles; and
Strong balance sheet and cash flow generation to support growth and return of capital to shareholders
Terex CEO Ron DeFeo commented “This merger brings together two great businesses and through synergies provides another lever that is within our control to deliver value-creation to both the shareholders of Terex and Konecranes. We have a deep respect for Konecranes and look forward to joining forces with them to build a stronger and more diverse company that will be in an excellent position to succeed in a dynamic and highly competitive global industry.”
“The combination of Konecranes and Terex is a defining step in the history of both companies,“ added Stig Gustavson, Chairman of Konecranes. “With a focus on Lifting and Material Handling solutions, Konecranes Terex will be in an excellent position to deliver enhanced growth in revenue and margins through several strategic advantages, including significant cross-selling opportunities. There is a common culture between the two organizations, with both companies having long histories of designing competitive and innovative solutions. Together, we will have the opportunity to expand what Konecranes and Terex have built and become even stronger in the future.“
Governance and management
Upon close of the transaction, the combined company will appoint nine Directors comprised of five Terex Directors and four Konecranes Directors. The Konecranes Chairman and the Terex CEO will become, respectively, the Chairman and the CEO of the combined company at closing. The combined company will maintain significant headquarters in Westport, Connecticut USA and Hyvinkää, Finland. Following completion of the transaction, Konecranes Terex Plc is expected to have approximately 32,000 employees worldwide. The combined company is planned to be listed on Nasdaq Helsinki and New York Stock Exchange.
Approvals and timing
The transaction is subject to approval by Terex shareholders, by Konecranes shareholders, regulatory approvals and customary closing conditions. Closing is expected to occur during the first half of 2016.
