Demag Cranes and Terex sign domination and profit and loss transfer agreement
Düsseldorf, 30. January 2012
Demag Cranes AG and Terex Germany GmbH & Co. KG, an indirect wholly-owned subsidiary of the Terex Corporation, Westport, USA, today signed a domination and profit and loss transfer agreement. Terex Germany GmbH & Co. KG holds indirectly through Terex Industrial Holding AG an 81.92% stake in Demag Cranes. Both the Supervisory Board of Demag Cranes AG and the partners of Terex Germany GmbH & Co. KG have approved the agreement. It still requires the approval by the Annual General Meeting of Demag Cranes AG, which is scheduled to be held on 16 March 2012.
Under the agreement, Terex Germany GmbH & Co. KG offers to acquire the shares of outside shareholders of Demag Cranes AG in return for cash compensation in the amount of EUR 45.52 per no-par value share pursuant to sec. 305 (1) of the German Stock Corporation Act (AktG). Furthermore, the agreement provides for an annual guaranteed dividend payment to outside shareholders of Demag Cranes for the term of the agreement in the gross amount of EUR 3.33 per non-par share (EUR 3.04 net per non-par share). The payment obligations by Terex Germany GmbH & Co. KG under the domination and profit and loss transfer agreement are secured by a comfort letter issued by Terex Corporation.
The cash compensation corresponds to the volume-weighted average price of Demag Cranes shares as determined by the German Federal Financial Supervisory Authority (BaFin) for the relevant three-month period prior to the announcement on 5 September 2011 of the decision of the Management Board of
Uncertainties about how the economy will develop are making it increasingly difficult to give reliable long-term projections, also with regard to demand for the Demag Cranes Group’s products. It now seems possible that the implementation of strategic subprojects may be a challenge in the medium to long term, with corresponding implications for revenue and earnings performance.
Demag Cranes AG is due to publish its interim report on business performance in the first quarter of financial year 2011/2012 on 7 February 2012. The complete wording of the domination and profit and loss transfer agreement, the joint report by Demag Cranes and Terex on the agreement, and the expert opinion prepared by Ebner Stolz Mönning Bachem will be published with the notice convening the Annual General Meeting on 3 February 2012.
About Demag Cranes
The Demag Cranes Group is one of the world’s leading suppliers of industrial cranes and crane components, harbour cranes and terminal automation technology. Services, in particular maintenance and refurbishment, are another key element of the Group’s business activities. The Group 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.
As a global supplier, Demag Cranes manufactures in 16 countries on five continents and operates a worldwide sales and service network that is present in over 60 countries through its subsidiaries such as Demag Cranes & Components GmbH and Gottwald Port Technology GmbH, agencies and a joint venture. In financial year 2010/2011, the Group, with its 6,115 employees, generated revenue of EUR 1,062.3 million. Since August 2011, the Terex Group in the United States (www.terex.com) has held a majority share in the company.
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