Konecranes and Terex Corporation have announced that their respective Boards of Directors have unanimously approved a definitive agreement to combine their businesses in a merger of equals.
The parties have obtained antitrust clearances in India, Turkey, Ukraine, Russia and South Africa. The parties have also made the merger-related ‘HSR filing’ to the US Department of Justice and are in filing preparation and pre-notification discussions with the European Commission.
Both companies will continue to cooperate with the remaining authorities to close their reviews as quickly as possible.
Upon signing of the business combination agreement, Konecranes and Terex announced annual operational synergies of more than US$124 million and an additional $36.2 million post-tax income benefit from financing, cash management and structure optimisation.
It is anticipated that substantially all of the above financial and tax synergies of $36.2 million will be eliminated as a result of certain regulations promulgated and proposed by the Internal Revenue Service and US Treasury Department.
While Terex and Konecranes are still considering the full effects of these developments, the regulations will materially impact the ability of the combined company to realise the anticipated financial and tax benefits of the merger.
The anticipated pre-tax operational synergies are not impacted by these rules.
The merger, despite being closer to completion, remains subject to approval by both Terex and Konecranes shareholders, regulatory approvals and other closing conditions.
As announced on March 24, 2016, Terex has informed Konecranes that is has commenced negotiations with Zoomlion Heavy Industry Science and Technology Company (Zoomlion) regarding Zoomlion's non-binding conditional proposal to acquire all of the outstanding shares of Terex.
The Terex Board of Directors has not changed its recommendation in support of the proposed merger with Konecranes.
Konecranes and Terex will continue to pursue the merger in accordance with the business combination agreement. Closing of the merger is now expected to occur approximately in the middle of H2, 2016.
In other news, Konecranes order intake reached more than US$481 million in Q1, 2016, with its order book reaching more than US$1.17 billion at the end of Q1.
Panu Routila, President and CEO of Konecranes, said: “Our first-quarter figures were a reflection of tough market conditions, but there are signs of improving earnings capacity thanks to restructuring actions.
The decline was entirely explained by the port cranes business; the port cranes order intake was low in the first three months of the year.
“Our efficiency improvement actions and organizational changes announced in February are proceeding as planned, which will support the EBIT in the coming quarters. We expect the full-year 2016 sales growth to be generated in the second half of the year given the timing of port crane deliveries.”