Terex Corp. 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 at €45.50 per share has been exceeded.
Terex also 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 €45.50 per share, representing an approximately 25 percent premium to the closing share price of €36.30 on April 29, 2011 and a 28 percent premium to the three-month volume-weighted average share price of €35.56 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 €29.65 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.