Cargotec and Konecranes to Merge Creating a Global Leader in Sustainable Material Flow
CARGOTEC CORPORATION INSIDE INFORMATION 1 OCTOBER 2020 AT 9:00 A.M. EEST
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
*CARGOTEC AND KONECRANES TO MERGE CREATING A GLOBAL LEADER IN SUSTAINABLE MATERIAL FLOW*
Cargotec Corporation (“*Cargotec*”) and Konecranes Plc (“*Konecranes*”) announce that their respective Boards of Directors have today signed a combination agreement (the “*Combination Agreement*”) and a merger plan to combine the two companies through a merger (the *“Future Company”*).
*Transaction Highlights*
· The Future Company will be a customer-focused global leader in sustainable material flow. The Future Company’s illustrative combined annual sales is approximately EUR 7.0 billion and comparable operating profit approximately EUR 565 million based on fiscal year 2019.
· The Future Company is well positioned to lead the industry shift towards increased sustainability based on intelligent solutions, by being a lifecycle partner for its customers and prioritizing safety in all its activities.
· 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.
· The Future Company initially aims to achieve a comparable operating profit in excess of 10 percent, supported by synergies expected to be approximately EUR 100 million annually that are expected to be achieved in full within 3 years from the completion.
· 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 (2) new class A shares for each class A share and two (2) new class B shares for each class B share, including new shares to be issued to Cargotec for its treasury shares. Upon 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 percent of the shares and votes of the Future Company, and Cargotec shareholders would own approximately 50 percent of the shares and votes of the Future Company. 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.
· Konecranes will propose to a general meeting of shareholders to be held before the completion of the merger to distribute an extra distribution of funds in connection with the transaction in the total amount of approximately EUR 158 million, corresponding to EUR 2.00 per share, to Konecranes’ shareholders before the combination is completed. The extra distribution of funds will be paid in addition to the ordinary distribution(s).
· With respect to ordinary distributions in 2021, the Boards of Directors of Cargotec and Konecranes will propose to their respective annual general meetings to be held in 2021 to effect a distribution of funds of up to EUR 70 million so that each company shall distribute an approximately equal amount before the combination is completed.
· 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.
· Shareholders representing approximately 44.8 percent of the shares and approximately 76.3 percent of the votes of Cargotec, and shareholders representing approximately 27.4 percent of the shares and votes of Konecranes, have irrevocably undertaken to vote in favour of the combination.
· The combination is unanimously recommended by the Boards of Directors of Cargotec and Konecranes to their respective shareholders.
· The Board of Directors of the Future Company is proposed to include an equal number of Board members from both companies. It is proposed that the Future Company’s Chairman will be Christoph Vitzthum.
· The preliminary financial targets of the Future Company will be above-market sales growth, an initial comparable operating profit in excess of 10 percent, and gearing below 50 percent which can temporarily be higher.
Cargotec Chairman, Mr. Ilkka Herlin, said: “Sustainability has been high on Cargotec’s agenda since its foundation and this merger enables us to become a global leader in sustainable material flow. Our customers are increasingly seeking green solutions and together we will have better opportunities to solve customers’ challenges. I believe this is an excellent value creation opportunity both from a business perspective and also shaping global trade for the better. The Future Company will be well-positioned to utilise these opportunities and create strong value for its customers, employees and shareholders.“
Konecranes Chairman, Mr. Christoph Vitzthum, said: ”The combination of Konecranes and Cargotec, with their iconic technology brands, innovation capabilities, talented people and focus on sustainability, will create a company that is clearly greater than the sum of its parts, delivering robust synergies and creating a unique platform for shareholder value creation. Customers will benefit from the companies’ combined technologies and even better service capabilities. This is a pivotal moment for Finnish industry and the material handling industry as a whole, and we are fully ready and committed to seize this historic opportunity.”
Cargotec CEO, Mr. Mika Vehviläinen, said: “The Future Company will have enhanced opportunities to improve the efficiency in customers’ operations and shape the whole industry forward to a more sustainable and intelligent one. Together we are stronger and our combined R&D resources will enable us to accelerate innovation in automation, robotics, electrification and digitalization. Both companies have broad service networks and together we can offer our customers superior value through our world-class service platform and intelligent technology.”
Konecranes CEO, Mr. Rob Smith, said: “The Future 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 Rationale of the Combination*
The proposed combination will create a global leader in sustainable material flow, with numerous valuable customer-facing brands and complementary offerings across its businesses in industries, factories, ports, terminals, road and sea-cargo handling. The proposed combination of Cargotec and Konecranes will deliver value through:
1. 1. *Unlocking value together *by capturing synergies and developing the operational excellence and innovation built into the DNA of the Future Company.
2. *Being the lifecycle partner for our customers* with a broad service network in the industry, a world-class lifecycle services platform, and intelligent service technology enabling faster growth in the installed base, third-party equipment and innovative new offerings.
3. *Solving the sustainability challenge* *through innovation* in automation, robotics, electrification and digitalization.
4. *Positioning us well to grow in material flow *through a strong foundation built on the current core offering and increased R&D scale.
5. *Creating and combining a team of top global talent *by being the preferred choice in the industry based on the strong purpose, global footprint and multitude of individual growth opportunities.
*Strategic, Commercial and Operational Benefits*
The proposed combination of Cargotec and Konecranes is complementary and value-creating from geographical; product and services offering; employee; customer; and shareholder perspectives. The Future Company will rely on the skills of both companies and the combination will deliver benefits to all stakeholders. It aims to be a leader in sustainable material flow through its vision based on decarbonisation, safety, productivity and efficiency as well as maximizing the lifetime value of the equipment and solutions of its customers.
The range of combined product and services will comprise world-class lifecycle services, intelligent equipment and software that will create value for customers by improving their sustainability, safety and productivity. Customer value will also be created through broad service availability and coverage, an advanced technology offering, integrated solutions and lifecycle customer support.
The proposed combination provides a platform to innovate new offerings and grow into new industry segments in material flow management. The combined capabilities will further accelerate development of key projects in the areas of automation, robotics, digitalization and electrification. The Future Company will have a foundation on which to grow faster than the market in and around the current core of lifecycle services, intelligent equipment, software, systems engineering and optimization. The Future Company’s intelligent service technology offering will comprise remote monitoring, machine learning, digital tools as well as sales, planning and technical support platforms. Operational excellence is built into the DNA of the Future Company.
The Future Company will house leadership and talent and it will provide enhanced career opportunities and high people development focus for its employees. Cargotec and Konecranes believe that the Future Company will be an attractive employer with leading brands in its industries and it will focus on employee engagement, diversity and inclusion, based on a strong Nordic heritage. It will commit to ethical conduct, fair treatment and a focus on safety.
The Future Company can increase the penetration of its products and services to all current and potential customers. The Future Company will also cover an even wider part of the value chain with its offering, which helps the Future Company to serve customers more efficiently end-to-end. By combining the offerings of the two companies, the Future Company will be better positioned to provide customers with integrated services, equipment, software and systems engineering & optimization, resulting in solutions that have greater customer value than the sum of their parts.
*Financial Benefits: Significant Synergies*
The proposed combination of Cargotec and Konecranes is expected to unlock value for shareholders of the Future Company through complementary skills, increased R&D scale, global top talent, operational excellence, and synergies. The synergies are expected to be approximately EUR 100 million annually, and fully realised in the first 3 years from the completion.
The companies will manage the integration planning process with the aim to be prepared for a joint future from day one, while at the same time continuing business as usual until the completion of the merger. The target is to secure the best talent from both companies and ensure that the integration planning is conducted legally, ethically and compliantly.
As this process evolves, Cargotec and Konecranes will inform, consult and negotiate with relevant employee organizations regarding the social, economic and legal consequences of the proposed combination in accordance with the requirements of applicable laws.
*The Future Company*
*Overview*
The Future Company had in 2019 illustrative combined sales of approx. EUR 7.0 billion and comparable operating profit of approx. 565 million, with the share of service sales being approximately 40 percent. On a combined basis, Cargotec and Konecranes had approximately 29,400 employees across over 50 countries as of 30 June 2020. The Future Company’s broad service network comprised over 8,500 service employees serving customers from over 800 service locations from around the world. The customer industries of the Future Company will include container handling, manufacturing, transportation, construction and engineering, paper and pulp, metals productions, mining, power, chemicals and marine industries.
The Future Company’s name will be determined and announced at a later stage. Pursuant to the merger plan, the Board of Directors of Cargotec will propose to the shareholders’ general meeting of Cargotec to be convened prior to the completion of the merger that the articles of association of Cargotec will be amended in connection with the registration of the execution of the merger to contain a new name of the Future Company. The location of the headquarters of the Future Company will be decided later.
*Board of Directors and Management*
It is proposed that the Board of Directors of the Future Company will include four (4) directors from the current Board of Directors of Konecranes (Christoph Vitzthum, Janina Kugel, Ulf Liljedahl and Niko Mokkila) and four (4) directors from the current Board of Directors of Cargotec (Tapio Hakakari, Ilkka Herlin, Kaisa Olkkonen and Teuvo Salminen). It is proposed that the Future Company’s Chairman will be Christoph Vitzthum.
The President and CEO of the Future Company will be appointed and announced at a later stage. The Boards of Directors of Cargotec and Konecranes will jointly make the decision on the appointment of the President and CEO before the completion of the merger.
*Ownership Structure and Governance*
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 (2) new class A shares for each class A share and two (2) new class B shares for each class B share, including new shares to be issued to Cargotec for its treasury shares. Upon the completion of the merger, 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, corresponding to the post-completion ownership in the Future Company of approximately 50 percent for Konecranes shareholders and approximately 50 percent for Cargotec shareholders, assuming that none of Konecranes shareholders demands redemption of his/her shares at the Konecranes EGM resolving on the merger. The table below illustrates the ten (10) largest shareholders of the Future Company (as per 31 August 2020), assuming all current Cargotec and Konecranes shareholders are shareholders with unchanged holding also at the completion of the combination^1).
* * *Shareholder* *A shares* *B shares* *% of shares* *% of votes*
1. Wipunen varainhallinta oy 8,820,201 18,600,000 7.1% 11.9%
2. Mariatorp Oy 8,820,201 15,000,000 6.2% 11.5%
3. Pivosto Oy 8,820,201 12,000,000 5.4% 11.1%
4. HC Holding Oy Ab 2,863,970 16,523,941 5.0% 5.0%
5. Solidium Oy 2,435,441 14,051,503 4.3% 4.3%
6. Ilmarinen Mutual Pension Insurance Company 814,280 8,898,067 2.5% 1.9%
7. Varma Mutual Pension Insurance Company 746,054 6,525,919 1.9% 1.6%
8. KONE Foundation 2,117,664 3,697,362 1.5% 2.8%
9. Elo Mutual Pension Insurance Company 383,306 4,519,479 1.3% 0.9%
10. The State Pension Fund 209,438 3,608,372 1.0% 0.6% *Top 10 shareholders* *36,030,756* *103,424,643* *36.0%* *51.5%* Other shareholders 21,122,964 226,315,805 64.0% 48.5% *Total outstanding shares*
*and votes* *57,153,720* *329,740,448* *100.0%* *100.0%*
^1) Excluding treasury shares and after the 3 for 1 B share split and a 3 for 1 A share split in Cargotec prior to or in connection with completion
As part of the combination, it is proposed that a shareholders’ general meeting of Cargotec to be held before the completion of the merger will conditionally decide on the establishment of a Shareholders’ Nomination Board for the Future Company consisting of four members, and conditionally approve its Charter entering into force upon the completion of the merger (one member being appointed by the highest voting shareholder (total votes) and a member being appointed by each of the three shareholders holding the highest number of class B shares (other than the highest voting shareholder)). The Charter is appended to the merger plan included as Annex 1 to this stock exchange release.
*Illustrative combined financial information *
The illustrative combined statement of income information presented below is based on Cargotec’s and Konecranes’ audited consolidated financial statements as of and for the year ended 31 December 2019 and the unaudited consolidated interim financial information as of and for the six months ended 30 June 2020. The illustrative combined balance sheet presented is based on the unaudited consolidated balance sheet information of both companies as at 30 June 2020. The combined financial information is presented for illustrative purposes only and is unaudited.
The illustrative combined financial information presented herein is based on a hypothetical situation and should not be viewed as pro forma financial information as any impacts of purchase price allocation, differences in accounting principles, adjustments related to transaction costs, tax impacts and impacts of the potential refinancing have not been taken into account. The illustrative combined financial information does not reflect any cost savings, synergy benefits or future integration costs that are expected to be generated or may be incurred as a result of the merger.
The actual consolidated financial information for the Future Company will be prepared based on the final merger consideration and the fair values of Konecranes’ identifiable assets and liabilities at the merger completion date, including the impacts of the possible refinancing that is contingent on the completion of the proposed combination. The Future Company’s consolidated financial information that will be published following the completion of the proposed combination could therefore differ significantly from the illustrative combined financial information presented herein. Accordingly, this information is not indicative of what the Future Company’s actual financial position, results of operations or key figures would have been had the proposed combination been completed on the dates indicated.
Pro forma information with full notes disclosures will be available in a merger and listing prospectus to be published by Cargotec prior to the EGMs of Cargotec and Konecranes. For reconciliations on the alternative performance measures, see Annex 2 to this release.
*Illustrative combined statement of income information – unaudited*
The illustrative combined financial information of the Future Company is presented assuming the activities were included in the same group from the beginning of each period. The illustrative combined statement of income information has been calculated as a sum of Cargotec and Konecranes’ financial information for the year ended 31 December 2019 and for the six months ended 30 June 2020 with the following adjustments:
· Comparable EBITDA and Comparable operating profit for the Future Company have been determined to exclude purchase price allocation impacts in addition to items significantly affecting comparability as explained below and in Annex 2 to this release. Comparable EBITDA and Comparable operating profit historically reported by Cargotec have been adjusted accordingly.
· Konecranes’ financial information has been reclassified to align with Cargotec’s presentation regarding the presentation of share of associated companies’ and joint ventures’ net income above operating profit.
*1-6/2020* *1-12/2019*
*MEUR,unless otherwise stated* *Combined* *Cargotec*^1) *Konecranes reclassified^2)* *Combined* *Cargotec*^1) *Konecranes reclassified*^2)
Sales 3,088 1,614 1,474 7,010 3,683 3,327
EBITDA^3) 221 82 139 591 314 277
% of sales 7.1 % 5.1 % 9.4 % 8.4 % 8.5 % 8.3 %
Comparable EBITDA^4) 276 147 129 768 390 378
% of sales 8,9 % 9.1 % 8.8 % 10.9 % 10.6 % 11.2 %
Operating profit^5) 79 7 72 333 180 153
% of sales 2.5 % 0.4 % 4.9 % 4.8 % 4.9 % 4.6 %
Comparable operating profit^6) 174 95 79 565 286 280
% of sales 5.6 % 5.9 % 5.3 % 8.1 % 7.8 % 8.4 %
^1) Presentation of Comparable EBITDA and Comparable operating profit have been aligned between Cargotec and Konecranes, thus comparable figures historically reported by Cargotec have been adjusted to exclude also purchase price allocation impacts (“PPA impacts”).
^2) Share of associated companies' and joint ventures' net income presented by Konecranes below operating profit has been reclassified to be presented above operating profit to align with Cargotec's presentation. Items affecting comparability reported by Konecranes for January-June 2020 have been reclassified accordingly to include remeasurement impact of its previously held equity interest in MHE-Demag.
^3) EBITDA = Operating profit + depreciation, amortisation and impairment.
^4)Comparable EBITDA = Operating profit + depreciation, amortisation and impairments + items affecting comparability + PPA impacts on inventory
^5) Illustrative combined operating profit does not include any purchase price allocation impacts such as amortisation and depreciation for any fair value adjustments on non-current assets or other purchase accounting impacts to be recognised in the combination of Cargotec and Konecranes under IFRS and, thus is not representative of future operating results of the Future Company.
^6) Comparable operating profit = Operating profit + items affecting comparability + PPA impacts
*Illustrative combined balance sheet information and related KPIs – unaudited*
The combined balance sheet information illustrates the impact of the proposed combination as if the transaction had taken place on 30 June 2020. The illustrative combined balance sheet information as at 30 June 2020 has been calculated as a sum of Cargotec’s and Konecranes’ balance sheet information at 30 June 2020 adjusted using the following assumptions:
· Both Cargotec’s and Konecranes’ dividend distribution from the year 2019 paid subsequent to 30 June 2020 have been adjusted to decrease cash and cash equivalents and total equity. The extra distribution of funds to Konecranes' shareholders of EUR 2.00 per share proposed to be distributed prior to the completion of the merger has been adjusted to increase interest-bearing liabilities and to decrease total equity.
· The difference between the preliminary merger consideration, which has been calculated based on the closing share price of the Cargotec’s share on 29 September 2020, (EUR 27.94 per share) and Konecranes’ net assets as at 30 June 2020, totalling EUR 785 million has been allocated to goodwill. This figure is indicative and subject to change. The illustrative aggregate preliminary merger consideration of EUR 1,802 million has been allocated to total equity. For preliminary merger consideration valuation purposes, the same share price has been used for both Cargotec’s class B shares and class A shares.
*30 Jun 2020*
*MEUR, unless otherwise stated* *Combined* *Cargotec* *Konecranes*
Total assets 8,904 4,043 4,158
Total equity 3,098 1,326 1,227
Total liabilities 5,807 2,718 2,931
Interest-bearing net debt^1) 1,857 846 770
Gearing, %^2) 59.9 % 63.8 % 62.8 %
Gearing, % (excluding lease liabilities)^3) 49.8 % 50.5 % 51.6 %
Interest-bearing net debt to EBITDA (LTM)^4) 3.5 3.6 2.7
Interest-bearing net debt to Comparable EBITDA (LTM)^5) 2.7 2.4 2.2
Equity to asset ratio, %^6) 37.8 % 35.3 % 32.9 %
ROCE (LTM), %^7) 4.3 % 3.3 % 6.6 %
Comparable ROCE (LTM), %^8) 8.6 % 9.6 % 9.9 %
^1) Interest-bearing net debt = non-current interest-bearing liabilities + current portion of interest-bearing liabilities + current other interest-bearing liabilities - non-current and current loans receivable and other interest-bearing assets - cash and cash equivalents
^2) Gearing, % = Interest-bearing net debt / Total equity
^3) Gearing, % (excluding lease liabilities) = (Interest-bearing liabilities - lease liabilities) / Total equity
^4) Interest-bearing net debt to EBITDA = Interest-bearing net debt / EBITDA (last twelve months, “LTM”)
^5) Interest-bearing net debt to Comparable EBITDA = Interest-bearing net debt / Comparable EBITDA (LTM)
^6) Equity to asset ratio, % = Total equity / (Total assets - advances received)
^7) ROCE, % = (Income before taxes + financing expenses) LTM / (Total assets - non-interest-bearing liabilities) at 30 June 2020
^8) Comparable ROCE, % = (Income before taxes + financing expenses + items affecting comparability + PPA impacts) LTM / (Total assets - non-interest-bearing liabilities) at 30 June 2020
*Financial Targets*
The Boards of the Directors of Cargotec and Konecranes have together with the managements of the respective companies considered appropriate financial targets for the Future Company and agreed on the following framework. Subsequent to the completion of the merger, the management team of the Future Company will together with the Board of Directors of the Future Company refine and possibly adapt these targets.
· Above-market sales growth
· Initial comparable operating profit in excess of 10 percent
· Gearing below 50 percent which can temporarily be higher
*The Merger*
*The Statutory Merger*
The proposed combination of Cargotec and Konecranes will be executed through a statutory absorption merger pursuant to the Finnish Companies Act whereby all assets and liabilities of Konecranes are transferred without a liquidation procedure to Cargotec. As a result of the completion of the merger, Konecranes will automatically dissolve.
Prior to or in connection with the completion of the merger, the EGM of Cargotec is proposed to authorise the Board of Directors of Cargotec to issue new shares without payment to the shareholders of Cargotec in proportion to their existing shareholding by issuing two (2) new class A shares for each class A share and two (2) new class B shares for each class B share, including new shares to be issued to Cargotec for its treasury shares. Upon completion of the merger, Konecranes’ shareholders will receive as merger consideration 0.3611 new class A shares and 2.0834 new class B shares in Cargotec to be issued for each share they hold in Konecranes on the record date. The aggregate number of the new shares in Cargotec to be issued as merger consideration to the shareholders of Konecranes is expected to be 193,444,184 shares divided into 28,575,453 class A shares and 164,868,731 class B shares (after the registration of the split of the class A and class B shares of Cargotec, excluding treasury shares held by Konecranes and assuming that none of Konecranes’ shareholders will demand redemption of his/her shares at the EGM of Konecranes resolving on the merger).
As part of the proposed combination, the Board of Directors of Cargotec and Konecranes have agreed to propose to their respective annual general meetings to be held in 2021 the authorization of the respective Board of Directors to, before the completion of the merger, resolve upon the distribution of funds of up to EUR 70 million so that each company shall distribute an approximately equal amount before the combination is completed. Cargotec and Konecranes have also agreed that Konecranes will, in addition to the distribution of funds referred to in the foregoing sentence, propose to a general meeting of shareholders to be held before the completion the authorization of the Board of Directors to resolve upon an extra distribution of funds in the total amount of approximately EUR 158 million, corresponding to EUR 2.00 per share, to Konecranes’ shareholders before the combination is completed.
Each of Cargotec and Konecranes will convene an EGM to decide upon the contemplated merger. The EGMs are expected to be held in December 2020. The companies will publish notices to their respective EGMs through separate stock exchange releases.
The merger plan, which is included as Annex 1 to this stock exchange release, contains information on certain terms and conditions of the contemplated merger, including the merger consideration to Konecranes’ shareholders. Further information about the contemplated combination, the merger and the Future Company will also be available in a merger and listing prospectus expected to be published in December 2020 by Cargotec prior to the EGMs of Cargotec and Konecranes.
*Approvals and Timing*
The completion of the contemplated merger 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, the obtaining of necessary merger control approvals, the availability of the financing agreed for the purpose of the merger and that no material adverse effect has taken place before the completion of the merger. As the transaction is proposed to be implemented by way of a statutory merger of Konecranes into Cargotec, it is also subject to a statutory creditor hearing process of Konecranes’ creditors. All conditions for the completion of the merger are set out in the merger plan, which is included as Annex 1 to this stock exchange release.
Subject to all conditions for completion being fulfilled, the completion of the merger is expected to occur in the fourth quarter of 2021. Trading in the new shares of Cargotec to be issued to Konecranes’ shareholders is expected to begin on or about first trading day following the completion of the merger.
*The Combination Agreement*
Cargotec and Konecranes have on 1 October 2020 entered into a Combination Agreement, pursuant to which Cargotec and Konecranes have agreed to combine their business operations through a statutory absorption merger pursuant to the Finnish Companies Act.
The Combination Agreement contains certain customary representations and warranties as well as undertakings, such as, inter alia, each party conducting its business in the ordinary course of business before the completion of the merger, keeping the other party informed of any and all matters that may be of material relevance for the purposes of effecting the completion of the merger, preparing the necessary regulatory filings and notifications in cooperation with the other party and, cooperating with the other party in relation to the financing of the Future Company r.
In addition, Cargotec and Konecranes each undertake not to solicit proposals competing with the transaction agreed in the Combination Agreement.
Moreover, Cargotec and Konecranes have given each other certain customary representations and warranties related to, inter alia, authority to enter into the Combination Agreement, due incorporation, status of the shares in the respective company, preparation of financial statements and interim reports, compliance with applicable licenses, laws and agreements, legal proceedings, ownership of intellectual property, taxes, employees and the due diligence materials provided to the other party.
With the exception of certain jointly incurred costs, Cargotec and Konecranes shall bear their own fees, costs and expenses incurred in connection with the merger.
The Combination Agreement may be terminated by mutual written consent duly authorised by the Boards of Directors of Cargotec and Konecranes. Each of Cargotec and Konecranes may terminate the Combination Agreement inter alia if (i) the merger has not been completed by 30 June 2022 (or it becomes evident that the completion cannot take place by that time); (ii) in case of a material adverse effect after the signing date that is incapable of being cured, all as defined, and following the consultation and other procedures described, in the Combination Agreement; (iii) the EGMs of Cargotec and Konecranes have not considered the merger in accordance with the Combination Agreement or if, upon consideration by the relevant EGM, they shall have failed to duly approve the merger; (iv) if any governmental entity (including any competition authority) gives an order or takes any regulatory action that is non-appealable and conclusively prohibits the completion of the merger; or (v) in case of a material breach by the other party of any of the representations, warranties, covenants or undertakings under the Combination Agreement if such breach has resulted, or could reasonably be expected to result, in a material adverse effect, as described in the Combination Agreement. In the event the Combination Agreement is terminated due to certain reasons specified in the Combination Agreement, the parties have agreed on the payment of a break-up fee and cost coverage of an agreed amount.
*Fairness Opinion*
The Board of Directors of Cargotec has concluded that the consideration being paid in connection with the transaction is fair from a financial point of view to the shareholders of Cargotec. The Board of Directors of Cargotec made its assessment after taking into account several factors including, but not limited to, the fairness opinion of Advium Corporate Finance delivered to the Board of Directors of Cargotec on 1 October 2020.
The Board of Directors of Konecranes has concluded that the consideration being paid in connection with the transaction is fair from a financial point of view to the shareholders of Konecranes. The Board of Directors of Konecranes made its assessment after taking into account several factors including, but not limited to, the fairness opinion of J.P. Morgan delivered to the Board of Directors of Konecranes on 1 October 2020.
*Financing*
In order to support and finance the completion of the merger, Cargotec and Konecranes have entered into re- and back-up financing agreements with Nordea Bank Abp (“*Nordea*”). The merger financing arrangements comprise an EUR 400,000,000 term loan facility for Cargotec and EUR 935,000,000 term loan facilities for Konecranes exclusively arranged and underwritten by Nordea. The facilities may be used to refinance the companies’ existing indebtedness in connection with the merger, potential cash redemptions of Konecranes’ shares as well as Konecranes’ extra distribution proposed to be distributed prior to the completion of the merger.
Konecranes intends to seek certain consents and waivers in respect of its existing indebtedness and such indebtedness in relation to which requisite consents have been obtained prior to the completion of the merger, together with the indebtedness refinanced in connection therewith, will transfer to the Future Company.
*Shareholder Support*
Shareholders holding in aggregate approximately 44.8 percent of the shares and approximately 76.3 percent of the votes in Cargotec, including Wipunen varainhallinta oy, Mariatorp Oy, Pivosto Oy, KONE Foundation, Ilmarinen Mutual Pension Insurance Company, Elo Mutual Pension Insurance Company and Varma Mutual Pension Insurance Company, and shareholders holding in aggregate approximately 27.4 percent of the shares and votes in Konecranes, including HC Holding Oy Ab, Solidium Oy, Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension Insurance Company, Holding Manutas Oy, Elo Mutual Pension Insurance Company and Security Trading Oy, have undertaken, subject to certain customary conditions, to attend the respective EGMs of Cargotec and Konecranes and to vote in favour of the combination.
*Advisors*
Cargotec is being advised by Advium Corporate Finance Ltd. as lead financial advisor, and Castrén & Snellman Attorneys Ltd and Freshfields Bruckhaus Deringer LLP as legal advisors. Konecranes is being advised by Access Partners Oy as lead financial advisor and J.P. Morgan Securities plc as financial advisor, and Hannes Snellman Attorneys Ltd and Skadden, Arps, Slate, Meagher & Flom LLP as legal advisors. In addition, Nordea Bank Abp is acting as financial advisor to Cargotec on certain matters.
CARGOTEC CORPORATION
Board of Directors
KONECRANES PLC
Board of Directors
*
**Analyst and Investor Webcast and Media Conference*
The Chairmen, CEOs and CFOs of Cargotec and Konecranes will host the following conferences to discuss the announcement today, 1 October 2020:
A joint analyst and investor call at 9:30-10:30 a.m. EEST. The event will be hosted by the CEOs and the CFOs of the companies and webcast at: http://bit.ly/AnalystEvent_011020. The language of the event is English.
The event can also be attended by telephone, please dial in 5 to 10 minutes before the beginning of the event. Telephone numbers:
*Location* *Phone Number*
Finland +358 (0)9 7479 0360
France +33 (0)1 76 77 22 73
Germany +49 (0)69 2222 13426
Italy +39 02 3600 8018
Sweden +46 (0)8 5033 6573
Switzerland +41 (0)44 580 7230
United Kingdom +44 (0)330 336 9104
United States +1 323-794-2442
Conference code: 551246
A joint press and media conference at 11 a.m.-noon EEST at Terassisali at Finlandiatalo, in Helsinki at Mannerheimintie 13 E. The event will be hosted by the Chairmen and the CEOs of the two companies and streamed at: http://bit.ly/MediaEvent_011020. The language of the event is English.
The event can also be attended by telephone, please dial in 5 to 10 minutes before the beginning of the event. Telephone numbers:
*Location* *Phone Number*
Finland +358 (0)9 7479 0360
Germany +49 (0)69 2222 13426
Sweden +46 (0)8 5033 6573
United Kingdom +44 (0)330 336 9104
United States +1 646-828-8199
Conference code: 991489
The presentation slides will be available at www.cargotec.com and www.konecranes.com.
DISTRIBUTION:
Nasdaq Helsinki
Major media
www.cargotec.com
*Information on Cargotec and Konecranes in Brief*
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
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 totaled EUR 3.33 billion. Including MHE-Demag, the Group has around 17,300 employees in 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR). www.konecranes.com
*Important Notice*
This release is not an offer of merger consideration shares in the United States and it is not intended for distribution in or into the United States or in any other jurisdiction in which such distribution would be prohibited by applicable law. The merger consideration shares have not been and will not be been 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.
This release does not constitute an offer of or an invitation by or on behalf of, Konecranes or Cargotec, or any other person, to purchase any securities.
This release does not constitute a notice to an EGM or a merger and listing prospectus. Any decision with respect to the proposed statutory absorption merger of Konecranes into Cargotec should be made solely on the basis of information to be contained in the actual notices to the EGM of Konecranes and Cargotec, as applicable, and the merger and listing prospectus related to the merger as well as on an independent analysis of the information contained therein. You should consult the merger and listing prospectus for more complete information about Konecranes, Cargotec, their respective subsidiaries, their respective securities and the merger.
This release includes “forward-looking statements” that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the combined company to differ materially from those expressed or implied in the forward-looking statements. Neither Konecranes nor Cargotec, nor any of their respective affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.
This release includes estimates relating to the synergy benefits expected to arise from the merger and the combination of the business operations of Konecranes and Cargotec as well as the related integration costs, which have been prepared by Konecranes and Cargotec and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the merger and the combination of the business operations of Konecranes and Cargotec on the combined company’s business, financial condition and results of operations. The assumptions relating to the estimated synergy benefits and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause the actual synergy benefits from the merger and the combination of the business operations of Konecranes and Cargotec, if any, and related integration costs to differ materially from the estimates in this release. Further, there can be no certainty that the merger will be completed in the manner and timeframe described in this release, or at all.
Nordea Bank Abp is acting as financial adviser to Cargotec on certain matters outside of the United States and no one else in connection with the matters referred to herein, and will not be responsible to anyone other than Cargotec for providing the protections afforded to clients of Nordea Bank Abp, or for giving advice in connection with the transaction or any matter or arrangement referred to in this release.
*ANNEX 1*
*MERGER PLAN*
*MERGER PLAN*
The Board of Directors of Cargotec Corporation (“*Cargotec*” or the “*Receiving Company*”) and the Board of Directors of Konecranes Plc (“*Konecranes*” or the “*Merging Company*”) propose to the Extraordinary General Meetings of the respective companies that the General Meetings would resolve upon the merger of Konecranes into Cargotec through an absorption merger, so that all assets and liabilities of Konecranes shall be transferred without a liquidation procedure to Cargotec, as set forth in this merger plan (the “*Merger Plan*”, including appendices) (the “*Merger*”).
Immediately prior to the registration of the execution of the Merger, Cargotec will effect a 3 for 1 share split of both its class B shares and class A shares. The split has been described in more detail in Section of this Merger Plan. The shareholders of Konecranes shall, after the above-mentioned split, receive as merger consideration 2.0834 new class B shares and 0.3611 new class A shares in Cargotec for each share they hold in Konecranes. In case the number of shares in Cargotec received by a shareholder of Konecranes as merger consideration is a fractional number, the fractions shall be rounded down to the nearest whole number, and fractional entitlements shall be aggregated and sold in public trading on the official list of Nasdaq Helsinki Ltd (“*Nasdaq Helsinki*”) for the benefit of the shareholders of Konecranes entitled to such fractions. The merger consideration has been described in more detail in Section of this Merger Plan.
Konecranes shall automatically dissolve as a result of the Merger.
The Merger shall be carried out in accordance with the provisions of Chapter 16 of the Finnish Companies Act (624/2006, as amended) (the “*Finnish Companies Act*”) and Section 52 a of the Finnish Business Income Tax Act (360/1968, as amended).
· *Companies Participating in the Merger*
· *Merging Company*
Corporate name: Konecranes Plc
Business ID: 0942718-2
Address: Koneenkatu 8, 05830 Hyvinkää
Domicile: Hyvinkää, Finland
Konecranes is a public limited liability company, the shares of which are publicly traded on Nasdaq Helsinki.
· · *Receiving Company*
Corporate name: Cargotec Corporation
Business ID: 1927402-8
Address: Porkkalankatu 5, 00180 Helsinki
Domicile: Helsinki, Finland
Cargotec is a public limited liability company, with two classes of shares, class A shares (“*A Shares*”) and class B shares (“*B Shares*”). B Shares are publicly traded on the official list of Nasdaq Helsinki and A Shares are at the date of this Merger Plan unlisted but will be listed in connection with the Merger.
Konecranes and Cargotec are hereinafter jointly referred to as the “*Parties*” or the “*Companies Participating in the Merger*” and, each individually, a “*Party*” or a “*Company Participating in the Merger*”.
· *Reasons for the Merger*
The Companies Participating in the Merger have on 1 October 2020 entered into a business combination agreement concerning the combination of the business operations of the Companies Participating in the Merger through a statutory absorption merger of Konecranes into Cargotec in accordance with the Finnish Companies Act and this Merger Plan (the “*Combination Agreement*”).
The purpose of the Merger is to create a global leader in sustainable material flow, with numerous valuable customer-facing brands bolstering its position across all its businesses in industries, factories, ports, road and sea-cargo handling. The Merger is expected to be value-creating from geographical; product and services offering; employee; customer; and shareholder perspectives. The combined company is expected to rely on the skills of both companies and the combination is expected to deliver benefits to all stakeholders. The combined company aims to be a leader in sustainable material flow through its vision based on decarbonisation, safety, productivity and efficiency as well as maximizing the lifetime value of the equipment and solutions of its customers.
Furthermore, the Merger is expected to unlock value for shareholders through complementary strengths, increased R&D scale, global top talent and cost synergies. By combining the offerings of the two companies, the combined company is expected to be better positioned to provide customers with integrated services, equipment, software and systems engineering and optimization, resulting in solutions that have greater customer value than the sum of their parts.
· *Amendments to the Receiving Company’s Articles of Association*
Articles 2, 5, 6, 9 and 12 of the Articles of Association of the Receiving Company are proposed to be amended in connection with the registration of, and conditional upon, the execution of the Merger to read as follows:
2 § Line of business
The Company operates in various businesses to enable the facilitation of efficient material flows. The Company also operates in the metal industry, primarily in the mechanical and electrical engineering industries, engaging in trade in metal-industry products and the related industrial and business activities. In addition, the Company may engage in buying, selling, holding and managing real properties and securities.
5§ Board of Directors
The Company’s Board of Directors comprises a minimum of six (6) and a maximum of twelve (12) members. The General Meeting shall elect the Chairman and may elect the Vice Chairman of the Board of Directors. The Board members’ term of office expires at the end of the first Annual General Meeting following their election.
6 § Managing Director and Deputy Managing Director
The Board of Directors shall elect the Managing Director and may elect the Deputy Managing Director.
9§ Audit
The Company has a minimum of one (1) and a maximum of two (2) auditors. The auditor shall be an audit firm approved by the Patent and Registration Office with an authorized public accountant as the auditor in charge.
The term of office of auditor(s) elected by the Annual General Meeting lasts until the end of the Annual General meeting following their election.
12 § Annual General Meeting
At the Annual General Meeting, the following shall be
presented:
1. 1. the Financial Statements of the Company, which also include the Financial Statements of the Group, and the report of the Board of Directors; and
2. the Auditor(s)’s report(s) concerning the Company and the Group;
resolved:
1. 1. approval of the Financial Statements of the Company, which also include the approval of the Financial Statements of the Group;
2. any measures justified by the profit indicated by the confirmed balance sheet;
3. releasing the Members of the Board of Directors and the Managing Director from liability;
4. the number of Members of the Board of Directors and Auditors;
5. the remuneration of the Chairman, Vice Chairman (if any) and other members of the Board of Directors as well as the Auditor(s);
6. the adoption of the remuneration policy, when necessary;
7. the adoption of the remuneration report; and
8. any other matters specified in the notice convening the meeting;
elected:
1. 1. the Chairman, Vice Chairman (if any) and other necessary members of the Board of Directors; and
2. Auditor(s).
If voting is performed at the shareholders’ meeting, the Chairman of the meeting shall determine the voting method.
The Articles of Association of the Receiving Company, including the above amendments, are attached to this Merger Plan as *Appendix 1*.
The Board of Directors of the Receiving Company shall propose to a Shareholders’ General Meeting of the Receiving Company to be convened prior to the date of registration of the execution of the Merger (the “*Effective Date*”) that Article 1 of the Articles of Association of the Receiving Company be amended in connection with the registration of, and conditional upon, the execution of the Merger to contain a new name of the combined company and its translations, as applicable.
· *Administrative Bodies of the Receiving Company*
· *Board of Directors and Auditor of the Receiving Company** and Their Remuneration*
According to the proposed Articles of Association of the Receiving Company, the Receiving Company shall have a Board of Directors consisting of a minimum of six (6) and a maximum of twelve (12) members. The number of the members of the Board of Directors of the Receiving Company shall be conditionally confirmed and the members of the Board of Directors shall be conditionally elected by a Shareholders’ General Meeting of the Receiving Company to be held prior to the Effective Date. Both decisions shall be conditional upon the execution of the Merger. The term of such members of the Board of Directors shall commence on the Effective Date and shall expire at the end of the first Annual General Meeting of the Receiving Company following the Effective Date.
The Board of Directors of the Receiving Company shall propose to a Shareholders’ General Meeting of the Receiving Company to be held prior to the Effective Date that the number of the members of the Board of Directors of the Receiving Company shall be eight (8) and that Christoph Vitzthum, currently the Chairman of the Board of Directors of the Merging Company, be conditionally elected as Chairman of the Board of Directors of the Receiving Company, Tapio Hakakari, Ilkka Herlin, Kaisa Olkkonen and Teuvo Salminen, each a current member of the Board of Directors of the Receiving Company, be conditionally elected to continue to serve on the Board of Directors of the Receiving Company and Janina Kugel, Ulf Liljedahl and Niko Mokkila, each a current member of the Board of Directors of the Merging Company, be conditionally elected as new members of the Board of Directors of the Receiving Company for the term commencing on the Effective Date and expiring at the end of the first Annual General Meeting of the Receiving Company following the Effective Date.
The Board of Directors of the Receiving Company, after consultation with the Shareholders’ Nomination Board of the Merging Company, shall also propose to a Shareholders’ General Meeting of the Receiving Company to be held prior to the Effective Date a resolution on the remuneration of the members of the Board of Directors of the Receiving Company, including remuneration of the members of relevant Board committees to be established, for the term commencing on the Effective Date. The annual remuneration of the members to be elected shall be paid in proportion to the length of their term of office. Otherwise the resolutions on Board remuneration made by the Annual General Meeting of the Receiving Company held on 27 May 2020 shall remain in force unaffected.
The term of the members of the Board of Directors of the Receiving Company not conditionally elected to continue to serve on the Board of Directors of the Receiving Company for the term commencing on the Effective Date shall end on the Effective Date.
The term of the members of the Board of Directors of the Merging Company shall end on the Effective Date. The members of the Board of Directors of the Merging Company shall be paid a reasonable remuneration for the preparation of the final accounts of the Merging Company.
The Board of Directors of the Receiving Company, after consultation with the Shareholders’ Nomination Board of the Merging Company, may amend the above-mentioned proposal concerning the election of members of the Board of Directors of the Receiving Company, in case one or more of the persons proposed would not be available for election at the relevant Shareholders’ General Meeting of the Receiving Company to be held prior to the Effective Date due to his or her resignation or otherwise. If a proposed member of the Board of Directors who has been nominated by the Board of Directors of the Merging Company would not be available for election at the relevant Shareholders’ General Meeting of the Receiving Company to be held prior to the Effective Date due to his or her resignation or otherwise, the Board of Directors of the Merging Company, after consultation with the Nomination and Compensation Committee of the Receiving Company, may replace such proposed member and, if requested by the Board of Directors of the Merging Company, the Board of Directors of the Receiving Company shall, to the extent possible under applicable regulation, amend its proposal to conform with the replacement.
The auditor of the Receiving Company will continue in its position and the Merger will not impact the resolution previously adopted in respect of the auditor’s remuneration. However, the Merging Company and the Receiving Company may jointly agree to invite tenders from reputable audit firms. In such case, the Merging Company and Receiving Company shall jointly, based on tenders received, agree on a proposal to a Shareholders’ General Meeting of the Receiving Company to be convened prior to the Effective Date regarding the nomination of the auditor to serve for a term starting no earlier than as from the Effective Date, conditionally upon the execution of the Merger.
The Board of Directors of the Receiving Company, after consultation with the Shareholders’ Nomination Board of the Merging Company, may as necessary convene an additional Shareholders’ General Meeting after the Shareholders’ General Meeting making the resolutions referred to above in this Section to resolve to supplement or amend the composition or remuneration of the Board of Directors of the Receiving Company or to replace the auditor of the Receiving Company, in each case prior to the Effective Date, always provided, however, that resolutions on such supplements or amendments shall be in conformity with the principles laid out in the preceding paragraphs.
· · *Shareholders’ **Nomination Board*
The Board of Directors of the Receiving Company shall propose to a Shareholders’ General Meeting of the Receiving Company to be held prior to the Effective Date the establishment of a shareholders’ nomination board and the adoption of the Charter of the Shareholders’ Nomination Board as set out in *Appendix 2*
*, *conditionally upon the execution of the Merger.
· · *President and CEO of the Receiving Company*
The Board of Directors of the Receiving Company shall appoint a person to be agreed with the Board of Directors of the Merging Company as the President and CEO of the Receiving Company with his/her consent prior to the Effective Date. The President and CEO’s agreement, which shall be consistent with customary practice, shall become effective on the Effective Date. In the event that such person to be appointed resigns or otherwise must be replaced by another person prior to the Effective Date, the Boards of Directors of the Receiving Company and the Merging Company shall mutually agree on the appointment of a new President and CEO.
· *Receiving Company’s **Share Split*
As part of the Merger, the Board of Directors of the Receiving Company shall propose to a Shareholders’ General Meeting of the Receiving Company to be held prior to the Effective Date that it would authorize the Board of Directors of the Receiving Company to issue new shares without payment to the shareholders of the Receiving Company in proportion to their existing shareholding by issuing two (2) new A Shares for each A Share and two (2) new B Shares for each B Share. New shares will be similarly issued without payment to the Receiving Company for its treasury shares. Based on the number of shares on the date of this Merger Plan, a total of 19,052,178 new A Shares and a total of 110,364,158 new B Shares will be issued. The total number of shares in the Receiving Company would then be 194,124,504 shares divided into 28,578,267 A Shares and 165,546,237 B Shares. The new A Shares and B Shares will be issued immediately prior to the registration of the execution of the Merger.
The Board of Directors of the Receiving Company may propose to a Shareholders’ General Meeting to be convened prior to the Effective Date that the Shareholders’ General Meeting replaces the share issue authorisation decided by the Annual General Meeting on 19 March 2019 with a new authorisation where the maximum amount of shares that may be issued by virtue of such authorisation will be increased in proportion to the share split. The authorisation is proposed to enter into force on the Effective Date and remain in force until the expiry of the first Annual General Meeting following the Effective Date.
· *Merger Consideration and Grounds for its Determination*
· *Merger Consideration*
The shareholders of the Merging Company shall, after the share split referred to in Section above, receive as merger consideration 2.0834 new B Shares and 0.3611 new A Shares in the Receiving Company for each share they hold in the Merging Company (the “*Merger Consideration*”). For illustrative purposes, the Merger Consideration shall be issued to the shareholders of the Merging Company in proportion to their existing shareholding so that the shareholders of the Merging Company shall receive 75 new B Shares and 13 new A Shares in the Receiving Company for each 36 shares they hold in the Merging Company. In accordance with Chapter 16, Section 16, Subsection 3 of the Finnish Companies Act, shares in the Merging Company held by the Merging Company or the Receiving Company do not carry a right to the Merger Consideration.
In case the number of shares received by a shareholder of the Merging Company as Merger Consideration is a fractional number, the fractions shall be rounded down to the nearest whole number. Fractional entitlements to new shares of the Receiving Company shall be aggregated and sold in public trading on Nasdaq Helsinki and the proceeds shall be distributed to shareholders of the Merging Company entitled to receive such fractional entitlements in proportion to holding of such fractional entitlements. Any costs related to the sale and distribution of fractional entitlements shall be borne by the Receiving Company.
There are two (2) share classes in the Receiving Company. The shares of the Receiving Company do not have a nominal value. The total number of shares in the Receiving Company is at the date of this Merger Plan 64,708,168 shares divided into 55,182,079B Shares and 9,526,089A Shares.
The allocation of the Merger Consideration is based on the shareholding in the Merging Company at the end of the last trading day preceding the Effective Date. The final total number of shares in the Receiving Company issued as Merger Consideration shall be determined on the basis of the number of shares in the Merging Company held by shareholders, other than the Merging Company itself, at the end of the day preceding the Effective Date. Such total number of shares issued shall be rounded down to the nearest full share. On the date of this Merger Plan, the Merging Company holds 87,447 treasury shares. Based on the situation on the date of this Merger Plan, the total number of shares in the Receiving Company to be issued as Merger Consideration would therefore be 193,444,184 shares divided into 164,868,731 B Shares and 28,575,453 A Shares after the registration of the split of A Shares and B Shares of the Receiving Company, as set out in Section above and Section (I) below.
Apart from the Merger Consideration to be issued in the form of new shares of the Receiving Company and proceeds from the sale of fractional entitlements, no other consideration shall be distributed to the shareholders of the Merging Company.
· · *Grounds for Determination of Merger Consideration*
The Merger Consideration has been determined based on the relation of valuations of the Merging Company and the Receiving Company. The value determination has been made by applying