Tender Offer

Terex Industrial Holding AG, a subsidiary of Terex Corporation, Westport/Connecticut (USA), announced on 2 May 2011 that it is planning to make a cash public tender offer to the shareholders of Demag Cranes AG for all outstanding shares of the company against a payment of EUR 41.75 per share. The Terex announcement was unsolicited. The Management Board will continue to inform the shareholders without delay on all meaningful developments. On 16 June 2011: Terex has undertaken vis-à-vis Demag Cranes AG, under certain conditions, to substantially increase the offer price of its voluntary public tender offer submitted to the shareholders of Demag Cranes AG on 19 May 2011. The envisaged increase in the offer price from Euro 41.75 to Euro 45.50 per share is part of a "Business Combination Agreement" signed on 16 June 2011 by Terex and Demag Cranes after the approval by their relevant boards. Here is the link to the Business Combination Agreement. According to information from Terex, the acceptance rate at the end of the acceptance period on 30 June was 71.79 percent. Terex has thus attained its stipulated minimum acceptance level of 51 percent. The acceptance rate on expiry of the additional acceptance period on 19 July 2011 came to 80.81 percent; taken together with the 1.02 percent shareholding that Terex had acquired previously, this gives Terex an 81.83 percent shareholding. All shares tendered to Terex by shareholders of Demag Cranes AG following the voluntary public tender offer were transferred on 16 August 2011 to the new majority owner, which now holds 81.87 percent of Demag Cranes in total.


 

Business Combination Agreement


 


 


 


 


 


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