In their supplementary statement, the Management Board and Supervisory Board substantiate their opinion that the improved offer from Terex is now in the interests of Demag Cranes AG, its shareholders, employees and other stakeholders. The Management Board and Supervisory Board recommend that the shareholders accept the improved offer by Terex. Specifically, the Management Board and Supervisory Board took the following aspects into consideration:
The Management Board and Supervisory Board regard the offer price increased from the initial EUR 41.75 to EUR 45.50 per share to be adequate from a financial point of view. Deutsche Bank and Rothschild confirmed this assessment to the Management Board and Lazard to the
Supervisory Board. As recorded in the Business Combination Agreement concluded on 16 June 2011 between Terex and Demag Cranes, Terex
supports Demag Cranes’ clear and successful growth strategy and intends to support Demag Cranes in the further implementation of such strategy to expand the leading market position of Demag Cranes in its current fields of business. Furthermore, following a majority takeover, Demag Cranes is to remain an independent operating segment within Terex Group pursuing its existing business activities.
The Business Combination Agreement now contains specific and binding commitments and assurances on the safeguarding of
jobs and locations. Terex guarantees, for instance, that it will not cause Demag Cranes to announce enforced redundancies as a direct result of the
planned takeover for a period of three years. A five-year site preservation guarantee has been agreed in respect of Demag Cranes’ German production sites Wetter, Düsseldorf, Uslar and Luisenthal. In the opinion of the Management Board and the Supervisory Board, Terex has significantly improved its offer overall by increasing the offer price as well as by giving important commitments with respect to the interests of the workforce and pledging to maintain Demag Cranes’ far-reaching operational and strategic independence.
The supplementary statement of the Management Board and the Supervisory Board can be viewed in its entirety on the
company’s website in German at http://www.demagcranes-ag.de/de/Investor_Relations/Uebernahmeangebot/index.jsp
and in English translation at http://www.demagcranes-ag.de/en/Investor_Relations/Tender_Offer/index.jsp.
Only the German version prevails.