The Management Board and Supervisory Board of Demag Cranes AG have today
both unanimously agreed their joint statement in accordance with Section
27 of the German Securities Acquisition and Takeover Act (WpÜG)
regarding the voluntary public tender offer published by Terex
Industrial Holding AG on 19 May 2011. In the published statement, the
Management Board and Supervisory Board of Demag Cranes AG give reasons
for their view that the tender offer with an offer price of EUR 41.75 is
not in the interest of Demag Cranes AG. They recommend that shareholders
of Demag Cranes AG should not accept the offer of Terex Industrial
Holding AG.
The Management Board and Supervisory Board have based their
recommendation notably on the following considerations:
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The Management Board and Supervisory Board of Demag Cranes AG regard
the offered price of EUR 41.75 to be inadequate from a financial point
of view. Deutsche Bank AG and Rothschild GmbH have confirmed this
assessment to the Management Board and Lazard & Co. GmbH has
independently confirmed the assessment to the Supervisory Board in
their respective fairness opinions.
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The Demag Cranes Group pursues a clear and successful strategy, which
is geared to sustained and profitable growth. Given the positive
economic outlook and the strategic positioning of Demag Cranes, the
Management Board and Supervisory Board expect to regain strong rates
of revenue growth in the next two financial years. As of today, the
company anticipates generating a Group revenue in the ongoing
financial year of approx. EUR 1.06 billion (previous target: EUR 1.02
billion to EUR 1.05 billion). For the financial year 2010/2011, the
Company anticipates an operating EBIT margin of approx. 6.4 percent
(previous target: 6.1 to 6.5 percent; financial year 2009/2010: 5.8
percent). No later than financial year 2012/2013, Group revenue is
forecast to grow to EUR 1.3 billion and therefore to exceed the record
level reached in financial year 2007/2008 (EUR 1,225.8 million). There
are plans for new emerging market product families, among others, to
deliver another sharp jump in revenue in financial year 2014/2015 to
approx. EUR 1.7 billion. Subject to meeting the revenue target, we
expect the Group operating EBIT margin to be above ten percent by as
early as financial year 2012/2013. The operating EBIT margin is set to
climb again sharply with the significant projected revenue growth in
financial year 2014/2015.
In their statement, the Management Board and Supervisory Board refer
expressly to the fact that Terex Industrial Holding AG published its
decision to submit an offer to the shareholders without solicitation and
that no agreements or arrangements with Demag Cranes in advance to the
offer or the statement have existed. It is not possible at the current
time to conclusively assess the strategic aims pursued in the offer or
any other intentions of the bidder – including with regard to locations
and jobs – especially in light of the fact that Terex has not initiated
any discussions with the Management Board or the Supervisory Board of
Demag Cranes AG relating to the offer until the date of this statement.
The reasoned opinion will be published in full during the day and can be
viewed on the company´s website in German at http://www.demagcranes-ag.de/de/investor_Relations/Uebernahme-angebot/index.jsp
as well as in English translation at http://www.demagcranes-ag.de/en/Investor_relations/Tender_Offer/index.jsp.
The German version is authoritative.
About Demag Cranes AG
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 2009/2010, the Group, with its 5,711
employees, generated revenue of around EUR 931.3 million. Since the end
of June 2006, the Demag Cranes share (WKN: DCAG01) has been listed in
the Prime Standard of the Frankfurt Stock Exchange and is traded on
various indices including the MDAX®.
Demag Cranes AG. We Can Handle It.
Conditions for Forward-Looking Predictions
This press
release contains forward-looking statements relating to the business,
financial performance and earnings of Demag Cranes AG and its
subsidiaries and associates. Forward-looking statements are based on
current plans, estimates, projections and expectations and are therefore
subject to risks and uncertainties, most of which are difficult to
estimate and which in general are beyond the control of Demag Cranes AG.
Consequently, actual developments as well as actual earnings and
performance may differ materially from those which explicitly or
implicitly assumed in the forward-looking statements. Demag Cranes AG
does not intend or accept any obligation to publish updates of these
forward-looking statements.
