- Konecranes and Terex Corporation have completed the MHPS transaction
- The combined operations of Konecranes and MHPS start on January 4, 2017
- A focused global leader in industrial lifting and port solutions created
- Synergies of EUR 140 million p.a. targeted at EBIT level, to be implemented within 3 years
- Terex Corporation becomes a 25 percent shareholder in Konecranes after receiving class B shares
- David Sachs and Oren Shaffer join the Board of Directors as announced in connection with the Extraordinary General Meeting held on September 15, 2016
Konecranes Plc (“Konecranes”) has completed the acquisition of Terex Corporation’s (“Terex”) MHPS business (“MHPS Acquisition”). The acquisition of MHPS will improve Konecranes’ position as a focused global leader in the industrial lifting and port solutions market. Konecranes will achieve substantial growth opportunities in the service business as well as critical scale for further technological development.
Christoph Vitzthum, Chairman of the Board of Konecranes, said: “The MHPS Acquisition is a milestone in building our future. It is a great achievement to bring Konecranes and MHPS together and we expect it to create substantial value for our customers and shareholders.
Panu Routila, President and CEO of Konecranes, commented: “We are extremely proud to combine forces with MHPS. We want to provide a home for Demag and Port Solutions, from which these businesses can grow and become stronger as part of our joint organization. The MHPS Acquisition makes it possible for us to realize a long list of synergies. We will be one technology company, ready to create the next generation of lifting.”
Konecranes is well prepared to deliver expected synergies based on the extensive integration planning work carried out jointly with Terex over recent months. Of the total of EUR 140 million p.a. synergies targeted within three years, EUR 35 million is expected to be implemented within 12 months from January 1, 2017, from which date the MHPS Acquisition is deemed effective from a financial point of view. Overall, synergies will come from procurement, operations and SG&A. One-time implementation expenses are expected to be EUR 130 million, with EUR 60 million of capex expected. In addition, dynamic synergies related to new opportunities in global service operations are expected to lead to significant earnings growth.
The consideration for the MHPS business is USD 595 million and EUR 200 million in cash and 19,600,000 new class B shares. Pursuant to the Stock and Asset Purchase Agreement dated May 16, 2016 (the “SAPA”), the final cash consideration is subject to post-closing adjustments for cash, debt, working capital and the closing of the sale of the STAHL CraneSystems business. The final number of class B shares may be subject to certain adjustments in accordance with the SAPA.
Based on 2015 financials, Konecranes and MHPS had aggregated sales of approximately EUR 3.5 billion, adjusted EBITDA of EUR 267 million and a total workforce of approximately 19,000.
New business areas and Group Executive Board
On December 15, 2016, Konecranes announced changes to segment reporting and Group Executive Board. As of January 1, 2017, Konecranes will report three business areas: Service, Industrial Equipment and Port Solutions. As of today, Konecranes Group Executive Board consists of the following members:
- Mr. Panu Routila, President and CEO
- Mr. Teo Ottola, CFO and Deputy CEO
- Mr. Fabio Fiorino, Executive Vice President, Business Area Service
- Mr. Mikko Uhari, Executive Vice President, Business Area Industrial Equipment
- Mr. Mika Mahlberg, Executive Vice President, Business Area Port Solutions
- Mr. Juha Pankakoski, Executive Vice President, Technologies
- Ms. Susanna Schneeberger, Executive Vice President, Strategy
- Mr. Timo Leskinen, Senior Vice President, Human Resources
- Ms. Sirpa Poitsalo, Senior Vice President, General Counsel
Directed share issue of new class B shares to Terex Deutschland GmbH and new members of the Board of Directors
Based on the authorization granted by the Extraordinary General Meeting held on September 15, 2016 (“General Meeting”), the Board of Directors of Konecranes decided on December 29, 2016 on a directed share issue of 19,600,000 new class B shares (“Shares”, each a “Share”) to Terex Deutschland GmbH (the “Share Issue”). The subscription price for a Share is EUR 35.01 which was the closing price of Konecranes’ class A share on the Nasdaq Helsinki today i.e., on the date of closing of the MHPS Acquisition. The subscription price will be fully recorded in the fund for invested unrestricted equity of Konecranes.
Konecranes expects to register the Shares with the Finnish Trade Register and Euroclear Finland Ltd on or about January 5, 2017. The new Shares will entitle to dividends and other rights as from the registration date. The Shares will not be applied for public trading. Pursuant to specific provisions of Konecranes’ articles of association, the Shares have the same financial rights as Konecranes ordinary shares but are subject to voting and transfer restrictions.
Following the completion of the Share Issue, Terex will own 25 percent of the outstanding shares of Konecranes. As approved by the General Meeting, the number of members of the Board of Directors increases to ten (10). After the closing of the MHPS Acquisition today, Terex is entitled to elect up to two members to the Board of Directors of Konecranes as long as Terex’s or its group companies’ shareholding in Konecranes exceeds certain agreed thresholds. Terex has informed Konecranes that its nominated Board Members are David Sachs and Oren Shaffer. Further information on Terex nominated Board Members is available in Appendix 2 of Konecranes’ stock exchange release on July 15, 2016. As of the date of the registration of the Shares, Konecranes Board of Directors consists of the following members:
- Mr. Christoph Vitzthum, Chairman
- Mr. Stig Gustavson, Vice Chairman
- Mr. Svante Adde
- Mr. Ole Johansson
- Ms. Janina Kugel
- Mr. Bertel Langenskiöld
- Mr. Ulf Liljedahl
- Ms. Malin Persson
- Mr. David Sachs
- Mr. Oren Shaffer