Cargotec Corporation and Konecranes Plc announce that their respective Boards of Directors have today signed a combination agreement and a merger plan to combine the two companies through a merger.
• The Future Company’s illustrative combined annual sales is approximately EUR 7.0 billion and comparable operating profit approximately EUR 565 million based on fiscal year 2019.
• The Future Company is well positioned to lead the industry shift towards increased sustainability based on intelligent solutions, by being a lifecycle partner for its customers and prioritizing safety in all its activities.
• The Future Company can unlock significant value for its stakeholders by being the lifecycle partner for its customers, solving the sustainability challenge through innovation, positioning itself well to grow in material flow and by creating and combining a team of top global talent.
• The Future Company initially aims to achieve a comparable operating profit in excess of 10 percent, supported by synergies expected to be approximately EUR 100 million annually that are expected to be achieved in full within 3 years from the completion.
• The proposed combination will be implemented as a statutory absorption merger whereby Konecranes will be merged into Cargotec.
• Konecranes will propose to a general meeting of shareholders to be held before the completion of the merger to distribute an extra distribution of funds in connection with the transaction in the total amount of approximately EUR 158 million, corresponding to EUR 2.00 per share, to Konecranes’ shareholders before the combination is completed.
• With respect to ordinary distributions in 2021, the Boards of Directors of Cargotec and Konecranes will propose to their respective annual general meetings to be held in 2021 to effect a distribution of funds of up to EUR 70 million so that each company shall distribute an approximately equal amount before the combination is completed.
• Cargotec and Konecranes have obtained necessary commitments for the financing of the completion of the merger.
• The combination is subject to, among other items, approval by a majority of two-thirds of votes cast and shares represented at the respective EGMs of Cargotec and Konecranes, and the obtaining of merger control approvals. Completion is expected in the fourth quarter of 2021, subject to all conditions for completion being fulfilled.
• Shareholders representing approximately 44.8 percent of the shares and approximately 76.3 percent of the votes of Cargotec, and shareholders representing approximately 27.4 percent of the shares and votes of Konecranes, have irrevocably undertaken to vote in favour of the combination.
• The combination is unanimously recommended by the Boards of Directors of Cargotec and Konecranes to their respective shareholders.
• The Board of Directors of the Future Company is proposed to include an equal number of Board members from both companies. It is proposed that the Future Company’s Chairman will be Christoph Vitzthum.
• The preliminary financial targets of the Future Company will be above-market sales growth, an initial comparable operating profit in excess of 10 percent, and gearing below 50 percent which can temporarily be higher.
Cargotec Chairman, Mr. Ilkka Herlin, said: “Sustainability has been high on Cargotec’s agenda since its foundation and this merger enables us to become a global leader in sustainable material flow. Our customers are increasingly seeking green solutions and together we will have better opportunities to solve customers’ challenges. I believe this is an excellent value creation opportunity both from a business perspective and also shaping global trade for the better. The Future Company will be well-positioned to utilise these opportunities and create strong value for its customers, employees and shareholders.”
Konecranes Chairman, Mr. Christoph Vitzthum, said: ”The combination of Konecranes and Cargotec, with their iconic technology brands, innovation capabilities, talented people and focus on sustainability, will create a company that is clearly greater than the sum of its parts, delivering robust synergies and creating a unique platform for shareholder value creation. Customers will benefit from the companies’ combined technologies and even better service capabilities. This is a pivotal moment for Finnish industry and the material handling industry as a whole, and we are fully ready and committed to seize this historic opportunity.”
Cargotec CEO, Mr. Mika Vehviläinen, said: “The Future Company will have enhanced opportunities to improve the efficiency in customers’ operations and shape the whole industry forward to a more sustainable and intelligent one. Together we are stronger and our combined R&D resources will enable us to accelerate innovation in automation, robotics, electrification and digitalization. Both companies have broad service networks and together we can offer our customers superior value through our world-class service platform and intelligent technology.”
Konecranes CEO, Mr. Rob Smith, said: “The Future Company will be a global leader with its unparalleled product range, global service network, industry-leading intelligent technology and an unwavering commitment to safety. Supporting this will be top talent from both Konecranes and Cargotec and a passion to lead in sustainable material flow to deliver the very best for our customers. The timing is right, and the logic and fit of this combination are compelling. Konecranes looks forward to starting this journey together with Cargotec.”
The proposed combination will create a global leader in sustainable material flow, with numerous valuable customer-facing brands and complementary offerings across its businesses in industries, factories, ports, terminals, road and sea-cargo handling. The Future Company’s name will be determined and announced at a later stage. Pursuant to the merger plan, the Board of Directors of Cargotec will propose to the shareholders’ general meeting of Cargotec to be convened prior to the completion of the merger that the articles of association of Cargotec will be amended in connection with the registration of the execution of the merger to contain a new name of the Future Company. The location of the headquarters of the Future Company will be decided later.
It is proposed that the Board of Directors of the Future Company will include 4 directors from the current Board of Directors of Konecranes (Christoph Vitzthum, Janina Kugel, Ulf Liljedahl and Niko Mokkila) and 4 directors from the current Board of Directors of Cargotec (Tapio Hakakari, Ilkka Herlin, Kaisa Olkkonen and Teuvo Salminen). It is proposed that the Future Company’s Chairman will be Christoph Vitzthum. The President and CEO of the Future Company will be appointed and announced at a later stage. The Boards of Directors of Cargotec and Konecranes will jointly make the decision on the appointment of the President and CEO before the completion of the merger.