Konecranes proceeds with acquisition of Terex's MHPS business and issues new class B shares

The Share Issue is conditional on the completion of the closing of the MHPS Acquisition (the “Closing”). The Closing is expected to occur on or about January 4, 2017 (the “Closing Date”).
The Shares are issued to Terex Affiliate as share consideration in addition to the cash consideration payable to Terex and Terex affiliates for the purchase of Terex’s MHPS business under the Stock and Asset Purchase Agreement between Konecranes and Terex dated May 16, 2016.
The decision on the Share Issue is based on the authorization granted to the Board of Directors by the Extraordinary General Meeting of Shareholders held on September 15, 2016, to issue a maximum of 24,583,721 new class B shares to Terex or its designated affiliates.
The subscription price for a Share is the closing price of Konecranes’ class A share on the Nasdaq Helsinki on the Closing Date. The subscription price will be fully recorded in the fund for invested unrestricted equity of Konecranes. Consequently, Konecranes’ share capital will remain unchanged at EUR 30,072,660. The Board of Directors has, under certain circumstances, the right to make amendments to the terms and conditions of the Share Issue including the subscription price.
Pursuant to specific provisions of Konecranes’ articles of association, the Shares have the same financial rights as Konecranes ordinary shares but are subject to voting and transfer restrictions, and confer upon Terex the right to appoint up to two members to the Board of Directors of Konecranes as long as Terex’s or its group companies’ shareholding in Konecranes exceeds certain specified thresholds.
Konecranes expects to register the Shares with the Finnish Trade Register and Euroclear Finland Ltd on or about January 5, 2017. After the registration of the Shares, the total number of Konecranes’ shares will equal 82,872,342, which will be divided to 63,272,342 class A shares and 19,600,000 class B shares. The new Shares will entitle to dividends and other rights as from the registration date. The Shares will not be applied for public trading.