• Offer price increased to €45.50 in cash per share
• Management and Supervisory Boards of Demag Cranes have agreed to recommend the increased offer
• Offer remains subject to 51% acceptance threshold
•Tender offer period expires on June 30, 2011 Terex Corp. and Terex Industrial Holding AG announce an agreement with Demag Cranes AG for a recommended offer to purchase the shares of Demag Cranes at an increased price of €45.50 per share.
Terex, Terex Industrial Holding AG and Demag Cranes have also entered into a business combination agreement that confirms Terex’s support for the strategy of Demag Cranes and its workforce as a part of the Terex group. As a result, the management and the supervisory boards of Demag Cranes have publicly announced that they will jointly recommend that the Demag Cranes shareholders accept the offer.
Ronald M. DeFeo, Terex Chairman and Chief Executive Officer, said “We are pleased to have reached an agreement with the management of Demag Cranes that provides an excellent basis for the future joint success of Terex and Demag Cranes. Our businesses are highly complementary and the combination has compelling industrial logic for all of our collective stakeholders.”
Mr. DeFeo continued, “Demag Cranes products are competitive and innovative.
The company is professionally managed, with highly motivated staff, and Terex will draw on this for both Demag Crane’s ongoing success and the future of Terex as a whole. We look forward to capitalizing upon our strengths and working with Demag Cranes’ management and employees to continue to grow the business globally.”
The increased price to be offered by Terex Industrial Holding AG of €45.50 per share represents an approximately 25% premium to the closing share price of €36.30 on April 29, 2011 and a 28% premium to the three-month volume-weighted average share price of €35.56 as of April 29, 2011.
The new offer price further represents a 53% premium to the last undisturbed share price prior to the speculation regarding possible takeover interest in Demag Cranes of €29.65 on October 6, 2010.
Terex believes the recommended offer at the increased price is very attractive to Demag Cranes’ shareholders and in the best interest of both companies. The tender offer continues to carry a minimum acceptance level condition of not less than 51% of all Demag Cranes shares outstanding.
The offer period, which commenced on Thursday, May 19, 2011, has not been changed and is still set to expire on June 30, 2011 at 24:00 hours local time Frankfurt am Main / 18:00 hours local time New York.