Konecranes Plc (Helsinki: KCR1V.HE) agreed to acquire material handling and port solutions business (MHPS) from Terex Corporation (NYSE:TEX) for approximately €1.1 billion on May 16, 2016. The consideration comprises of €720 million in cash and 19.6 million newly issued shares of Konecranes. Upon completion of the transaction, Terex will own approximately 25% of the outstanding shares of Konecranes and have the right to nominate two directors to the Koneranes Board. The purchase price is subject to post completion adjustments based upon the level of net working capital and cash and debt in the acquired business at the closing date. In addition, the number of shares to be issued may be adjusted depending on the performance of the MHPS business in 2016. As on June 21, 2016, Konecranes and Terex Corporation amended the terms of the agreement. As per the new terms, Konecranes will not pay approximately $600 million (€530 million) in US dollars and €200 million in Euros. The agreed purchase price represents a multiple of 10.5x enterprise value / 2015 adjusted EBITDA used for valuation purposes. Nordea and SEB are providing debt financing to Konecranes. Terex has the right to terminate the agreement on or before May 31, 2016 for a fee of $37 million (€32.71 million) if Terex and Zoomlion agree on a sale of Terex as a whole. If the Konecranes shareholder approval is not obtained, Konecranes will be required to compensate Terex's transaction expenses up to $20 million (€17.68 million). As of August 1, 2016, Konecranes signed unsecured financing of €1.5 billion for the acquisition. The revolving credit facility will refinance the existing €200 million revolving credit facility signed in December 2015, and €100 million revolving facility signed in February 2014.

For the year ended 2015, MHPS business posted turnover of €1.4 billion, EBITDA of €100.3 million, EBIT of €49.9 million, net income of €31.6 million, total assets of €1.6 billion and total equity of €899.5 million. The transaction is subject to customary regulatory approvals and the approval of the shareholders of Konecranes. The deal has been approved by the Board of Konecranes and Terex and is expected to close in January 2017. This transaction is expected to be accretive to Terex earnings per share and synergies of €140 per annum at EBIT level, to be implemented within 3 years. Competition Commission of India approved the transaction on June 16, 2016. On July 20, 2016, Konecranes offered commitments to European Commission in relation to acquisition. Offered commitments will be subject to a market test by EC. EC has extended its review period for transaction. It is now expected to render its decision on the acquisition by August 8, 2016. As on August 8, 2016, European Commission approval was received and early termination of the Hart-Scott-Rodino waiting period by the U.S. Department of Justice was received. On September 15, 2016, shareholders of Konecranes approved the deal. On October 11, 2016, Committee on Foreign Investment in the United States approved the deal. As on November 30, 2016 Ministry of Commerce in China approves Konecranes' pending acquisition of Terex's MHPS business. Completion of the MHPS Acquisition remains subject to additional customary closing conditions. The deal was approved by the South African Competition Commission on November 22, 2016.

Antti Mäkinen, Mika Viitanen, Jaakko Eteläaho, Anette Luomanperä, Lauri Turtiainen and Nicolas Lindfors of Nordea Corporate Finance Ltd., Perella Weinberg Partners and SEB Enskilda Corporate Finance Oy Ab acted as financial advisors and Scott V. Simpson and Lorenzo Corte, Frederic Depoortere, Bruce Goldner, Hal Hicks, John H. Lyons, Ivan Schlager, Erica Schohn and Scott Simpson of Skadden, Arps, Slate, Meagher & Flom (UK) LLP and Roschier, Attorneys Ltd. acted as legal advisors for Konecranes. Philip Richter, David L. Shaw, Steven Scheinfeld, Alan Kaden, Michael Alter, Joshua Coleman, Donald Carleen, Stuart Gelfond, Michael Gershberg, Nick Thornton, Robert Christoffel, Jason Greenberg, Benjamin Haskins, Jared Heady, Amy Hsu, Alexandra Orsini, Justin Schenck, Reid Thompson, Colum Weiden and Maxwell Yim of Fried, Frank, Harris, Shriver & Jacobson LLP acted as the legal advisors for Terex Corporation. Credit Suisse (USA), Inc.and Citigroup Capital Markets Inc. acted as financial advisors for Terex. The conversions were done using www.oanda.com as on May 16, 2016. As of December 29, 2016, Konecranes Plc announced that the transaction is expected to be closed on or before January 4, 2017. Gautam Saha, Amrita Patnaik and Nikhil Bahl of AZB & Partners acted as legal advisors for Terex Corporation. Moelis & Company LLC acted as financial advisor to Terex Corporation.


Konecranes Plc (Helsinki: KCR1V.HE) completed the acquisition of material handling and port solutions business (MHPS) from Terex Corporation (NYSE:TEX) on January 4, 2017.