CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 9 DECEMBER 2021 AT 1:00 PM (EET)
Progress in Regulatory Proceedings in the Merger between Cargotec and Konecranes: The Companies have submitted commitments to the European Commission to Satisfy Competition Concerns
As communicated earlier, Cargotec and Konecranes have continued active dialogue and cooperation with relevant competition authorities, and have been considering ways to mitigate the concerns raised by the competition authorities to secure approvals to complete the merger of Cargotec and Konecranes.
Cargotec and Konecranes have today submitted a remedy package to the European Commission (“EC”) comprising a commitment to divest Konecranes’ Lift Truck business and Cargotec's Kalmar Automation Solutions. The proposed divestitures would eliminate overlaps between the parties’ Container Handling Equipment businesses but allow the combined company (the “Future Company”) to combine others and continue to be a strong player in all aspects in Container Handling Equipment. Cargotec and Konecranes understand that the EC will now examine the proposed remedy package and may conduct a customary market testing.
Cargotec and Konecranes are confident that the proposed remedies appropriately address the concerns raised by the EC. Should clearance be obtained based on the offered remedy package, the merger would proceed comprising of Konecranes’ Industrial Equipment and Service businesses as currently operated, Cargotec’s MacGregor and Hiab businesses as currently operated as well as the operations of Konecranes’ Port Solutions and Cargotec’s Kalmar businesses other than the areas subject to remedy discussions. Cargotec and Konecranes are confident that the Future Company will create customer value within container handling industry with its wide product and lifecycle service offering, as well as development and innovation capabilities.
The divestments, if made in line with the proposed commitments, will not change the industrial logic behind the combination of Cargotec and Konecranes. The Companies will announce the expected high-level financial impact of the proposed remedies once information is available on the exact scope and possible ancillary arrangements relating to the possible remedy divestments in due course.
The final decision on possible divestitures of any businesses as well as possible terms and conditions thereof will be confirmed only after the EC’s review and market testing process, as well as further proceedings with the other competent authorities. The possible divestitures are further subject to various local legal requirements. Cargotec and Konecranes have started an assessment of possible external buyers in order to identify the best alternatives to satisfy the authorities’ requests and to support the future development of these businesses.
Further announcements on the approval processes will be made in due course once further decisions on possible material approval conditions and possible divestitures are made.
Cargotec and Konecranes remain confident that the merger will be completed by the end of H1/2022. Until all merger closing conditions are met and the transaction completed, both companies continue to operate fully separately and independently.
The Board of Directors
For further information, please contact:
Carina Geber-Teir, SVP Communications, carina.geber-teir(a)cargotec.com, tel. +358 40 5024 697
Aki Vesikallio, Director, Investor Relations, aki.vesikallio(a)cargotec.com, tel. +358 40 729 1670
The Merger and the merger consideration securities have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), and may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.
The information in this release is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident of, or located in, the United States or any other locality, state, country or other jurisdiction where such distribution or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction and it does not constitute an offer of or an invitation by or on behalf of, Cargotec, or any other person, to purchase or sell any securities.
The information in this release contains forward-looking statements, which are information on Cargotec’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “estimate,” “plan,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Cargotec’s control that could cause Cargotec’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Cargotec’s present and future business strategies and the environment in which it will operate in the future.
Cargotec (Nasdaq Helsinki: CGCBV) enables smarter cargo flow for a better everyday with its leading cargo handling solutions and services. Cargotec's business areas Kalmar, Hiab and MacGregor are pioneers in their fields. Through their unique position in ports, at sea and on roads, they optimise global cargo flows and create sustainable customer value. Cargotec has signed United Nations Global Compact Business Ambition for 1.5°C. The company's sales in 2020 totalled approximately EUR 3.3 billion and it employs around 11,000 people.