KONECRANES PLC INSIDE INFORMATION 18 DECEMBER 2020 AT 11:00 A.M. EET
NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, SINGAPORE, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE COMPLETED OR REGISTERED OR REQUIRE ANY MEASURE TO BE UNDERTAKEN IN ADDITION TO THE REQUIREMENTS UNDER FINNISH LAW. SEE “IMPORTANT NOTICE” BELOW.
KONECRANES’ EXTRAORDINARY GENERAL MEETING HAS APPROVED THE MERGER OF KONECRANES PLC AND CARGOTEC CORPORATION
The Extraordinary General Meeting (“EGM”) of Konecranes Plc (“Konecranes”) was held today, on Friday 18 December 2020 at 10:00 a.m. EET at Konecranes’ headquarters at Koneenkatu 8, 05830 Hyvinkää, Finland. In order to prevent the spread of the Covid-19 pandemic, the EGM was arranged without the physical presence of shareholders or their proxy representatives.
Resolution on the merger
The EGM approved the merger of Konecranes into Cargotec Corporation (“Cargotec”) in accordance with the merger plan (the “Merger”) signed by the Boards of Directors of Konecranes and Cargotec on 1 October 2020 (the “Merger Plan”) and approved the Merger Plan.
Pursuant to the Merger Plan, Konecranes shall be merged into Cargotec through an absorption merger so that all assets and liabilities of Konecranes shall be transferred without a liquidation procedure to Cargotec and Konecranes will be dissolved. The shareholders of Konecranes will receive new shares in Cargotec as merger consideration in proportion to their existing shareholdings as described in more detail in the Merger Plan.
896 shareholders, representing 51,721,933 shares and votes in total, participated in the advance voting. The Board of Directors’ proposal concerning the Merger was supported by a total of 45,577,553 votes, which corresponded to approximately 88.12 percent of the total number of shares and votes represented at the EGM. Two shareholders, representing a total of 7,650 shares and votes, requested that the shareholder’s shares would be redeemed in redemption proceedings.
The completion of the Merger is subject to necessary merger control approvals having been obtained, the Extraordinary General Meeting of Cargotec having approved the Merger and other conditions to completion having been fulfilled. The planned Merger completion date is 1 January 2022, however, the date is subject to change and the actual completion date may be earlier or later than 1 January 2022.
The minutes of the EGM will be available on Konecranes’ website (www.konecranes.com/egm2020) as from 31 December 2020 at the latest.
Cargotec’s Extraordinary General Meeting resolving on the Merger has been convened to be held later today at 1:00 p.m. EET.
For further information, please contact:
Kiira Fröberg, Vice President, Investor Relations, tel. +358 20 427 2050
Information on Konecranes and Cargotec in Brief
Konecranes is a world-leading group of Lifting Businesses™, serving a broad range of customers, including manufacturing and process industries, shipyards, ports and terminals. Konecranes provides productivity enhancing lifting solutions as well as services for lifting equipment of all makes. In 2019, Group sales totalled EUR 3.33 billion. Including MHE-Demag, the Group has around 17,000 employees in 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR). www.konecranes.com
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’s sales in 2019 totalled approximately EUR 3.7 billion and it employs around 12,000 people. www.cargotec.com
In a number of jurisdictions, in particular in Australia, Canada, South Africa, Singapore, Japan and the United States, the distribution of this release may be subject to restrictions imposed by law (such as registration of the relevant offering documents, admission, qualification and other regulations). In particular, neither the merger consideration shares nor any other securities referenced in this release have been registered or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States and as such neither the contemplated merger consideration shares nor any other security referenced in this release may be offered or sold in the United States except pursuant to an applicable exemption from registration under the U.S. Securities Act.
This release is neither an offer to sell nor the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in the United States or any other jurisdiction in which such offering, solicitation or sale would be unlawful. This release must not be forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where the distribution of this release would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the U.S. Securities Act or other applicable securities laws.