Konecranes chairman Christoph Vitzthum is tipped as chairman of the merged entity
Cargotec and Konecranes have announced that their respective boards of directors have signed a combination agreement and a merger plan to combine the two companies through a merger.
The parties say the merged entity will be "a customer-focused global leader in sustainable material flow" with a combined annual sales of approximately EUR7 billion (USD8.25 billion) and an operating profit of approximately EUR565 million (USD666 million) based on fiscal year 2019.
"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," directors say.
The proposed combination will be implemented as a statutory absorption merger whereby Konecranes will be merged into Cargotec. Prior to or in connection with the completion of the merger, Cargotec will issue new shares without payment to the shareholders of Cargotec in proportion to their existing shareholding by issuing two new class A shares for each class A share and two new class B shares for each class B share, including new shares to be issued to Cargotec for its treasury shares.
On completion, Konecranes' shareholders will receive as merger consideration 0.3611 new class A shares and 2.0834 new class B shares in Cargotec for each share they hold in Konecranes on the record date. This implies that Konecranes shareholders would own approximately 50% of the shares and votes of the future company, and Cargotec shareholders would own approximately 50% of the shares and votes.
In addition to the merger consideration shares, all the existing class A shares of Cargotec will be listed on Nasdaq Helsinki in connection with the merger.
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.
The board of directors of the future company is proposed to include an equal number of board members from both companies, with Konecranes chairman Christoph Vitzthum tipped as chairman of the merged entity.
Konecranes CEO Rob Smith says the new 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 future company's name will be determined and announced at a later stage, as will the location of the headquarters.