CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 18 DECEMBER 2020 AT 2:00 PM 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NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, SINGAPORE, THE UNITED STATES OR ANY OTHER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.
Cargotec’s Extraordinary General Meeting Resolved to Approve the Merger of Cargotec and Konecranes and the Resolutions Relating to the Merger Proposed to the General Meeting
The extraordinary general meeting of Cargotec Corporation (“Cargotec”) held in Helsinki today, 18 December 2020, resolved to approve the merger of Cargotec and Konecranes Plc (“Konecranes”) and the resolutions relating to the merger proposed to the general meeting.
Resolution on the Merger
The extraordinary general meeting resolved on the merger of Konecranes into Cargotec through a statutory absorption merger under the Finnish Companies Act in accordance with the merger plan concluded and published on 1 October 2020 and approved the merger plan.
The general meeting resolved, conditionally upon the completion of the merger, to amend the articles of association of Cargotec in accordance with the merger plan. The amended articles of association are included in full as an appendix of this release.
The general meeting resolved that the shareholders of Konecranes shall upon the completion of the merger and after the share split referred to below receive as merger consideration in accordance with the merger plan 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 received by a shareholder of Konecranes as merger consideration is a fractional number, the fractions shall be rounded down to the nearest whole number. Fractional entitlements to new shares of Cargotec shall be aggregated and sold on Nasdaq Helsinki Ltd and the proceeds shall be distributed to shareholders of Konecranes 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 Cargotec.
Establishment of a Shareholders’ Nomination Board
The general meeting resolved in accordance with the proposal of the board of directors, conditionally upon the completion of the merger, to establish a permanent shareholders’ nomination board to prepare the election and remuneration of the board of directors and confirm the charter for the nomination board in the form appended to the meeting notice.
Authorising the Board of Directors to Decide on a Share Issue without Payment (Share Split)
The general meeting resolved in accordance with the proposal of the board of directors to authorise the board to decide on a share issue without payment in which each shareholder in Cargotec will be issued new shares in Cargotec without payment in proportion to their holdings so that two (2) new class A shares in Cargotec would be issued for each existing class A share and two (2) new class B shares in Cargotec would be issued for each existing class B share. The share issue authorisation can be used only for the purpose of enabling the issuance of the merger consideration under the merger plan. The board is authorised to decide on other matters related to the share issue. The share issue without payment will be executed in the book-entry system and does not require any actions to be taken by the shareholders. The authorisation shall be effective until 31 December 2022 and shall not invalidate earlier share issue authorisations.
The general meeting was arranged in accordance with the temporary act (677/2020) in such a way that Cargotec’s shareholders and their proxy representatives were able to participate in the general meeting and exercise shareholder rights only by voting in advance and by asking questions in advance. The resolutions proposed to the general meeting formed an entirety. The proposals were supported by 99.23 percent of the votes cast and 97.52 percent of the shares represented at the meeting. The proposals were opposed by 0.77 percent of the votes cast and 2.33 percent of the shares represented at the meeting. In total, 0.15 percent of the shares represented at the meeting abstained from voting.
The completion of the merger is still subject to, inter alia, obtaining necessary merger control approvals by the relevant competition authorities. The planned effective date of the merger is 1 January 2022. The planned effective date may change, and the actual effective date may be earlier or later than the above-mentioned date.
For further information, please contact:
Mikko Puolakka, Executive Vice President, CFO, tel. +358 20 777 4105
Outi Aaltonen, Senior Vice President, General Counsel, tel. +358 20 777 4020
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, Japan, South Africa, Singapore 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 merger consideration shares to be offered in connection with the contemplated merger referenced in this release 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.
This release does not constitute a notice to an EGM or a merger prospectus. Any decision with respect to the merger of Konecranes into Cargotec should be made solely on the basis of information contained in the actual notices to the EGMs of Cargotec and Konecranes, as applicable, and the merger prospectus as well as on an independent analysis of the information contained therein. You should consult the merger prospectus for more complete information about Cargotec, Konecranes, their respective subsidiaries, their respective securities and the merger.
This release contains forward-looking statements. All statements other than statements of historical fact included in this release are forward-looking statements. Forward-looking statements give the future company’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance, benefits of the merger, and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as “expect”, “aim”, “intend”, “may”, “plan”, “would”, “could”, and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the future company’s control that could cause the future company’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the future company’s present and future business strategies and the environment in which it will operate in the future. Neither Cargotec nor Konecranes, 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 may include estimates relating to the synergy benefits expected to arise from the merger and the combination of the business operations of Cargotec and Konecranes as well as the related integration costs, which 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 Cargotec and Konecranes on the future company’s business, financial condition and results of operations. The assumptions relating to 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 Cargotec and Konecranes, 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 and the merger prospectus, or at all.
Articles of Association of Cargotec Corporation
1 § Company name and domicile
The Company’s name is Cargotec Oyj and, in English, Cargotec Corporation. Its domicile is Helsinki.
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.
3 § Share classes
The Company’s shares are grouped into Class A and Class B shares.
In accordance with a decision by the shareholders’ meeting, either both classes of shares or only Class B shares may be issued in a rights issue.
In the issue of both classes of shares, these two classes of shares shall be offered in their previous proportion, in which case Class A shares entitle their holders to subscribe for Class A shares only and Class B shares entitle their holder to subscribe for Class B shares only.
Dividend on Class B shares
In dividend distribution, Class B shares earn a higher dividend than Class A shares. The difference between dividends paid on the two classes of shares is a minimum of one (1) cent and a maximum of two and a half cents.
Voting rights entitled by shares
At the shareholders’ meeting, Class A shares entitle their holders to one vote and each full set of ten Class B shares entitle their holders to one vote, but in such a way that each shareholder has a minimum of one vote.
Conversion of Class A shares to Class B shares
Based on an offer submitted by the Board of Directors, a holder of a Class A share has the right to present a claim that the Class A share (s)he holds be converted to a Class B share at a ratio of 1:1. This Board of Directors’ offer shall be delivered to the holders of Class A shares by mail, using addresses entered in the Company’s Shareholder Register. Any claims for said conversion shall be presented in writing to the Company’s Board of Directors, stating those shares which the shareholder wishes to convert. Upon the expiry of said offer, the Board of Directors shall immediately convert the shares based on the presented claims. Thereafter, the conversion shall immediately be notified to the Trade Register for registration. The conversion takes effect as soon as the registration has been carried out.
4 § Book entry securities system
The Company’s shares have been registered in the book entry securities system.
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.
7 § Representing the Company
The Board’s Chairman and the Managing Director each severally or two Board members, together may represent the Company.
8 § Procuration
The Board of Directors is authorized to grant powers of procuration.
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.
10 § Notice of shareholders’ meeting
Notice of shareholders’ meeting must be published on the website of the company, no earlier than three (3) months prior to the record date of the meeting and no later than three (3) weeks prior to the meeting, provided that the date of the publication must be at least nine (9) days before the record date of the meeting.
11 § Registration for shareholders’ meeting
In order to be authorized to attend the shareholders’ meeting, a shareholder must notify the Company by the deadline stated in the notice of shareholders’ meeting fixed by the Board of Directors, which may be no earlier than ten (10) days prior to the meeting.
12 § Annual General Meeting
At the Annual General Meeting, the following shall be
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
3. approval of the Financial Statements of the Company, which also include the approval of the Financial Statements of the Group;
4. any measures justified by the profit indicated by the confirmed balance sheet;
5. releasing the Members of the Board of Directors and the Managing Director from liability;
6. the number of Members of the Board of Directors and Auditors;
7. the remuneration of the Chairman, Vice Chairman (if any) and other members of the Board of Directors as well as the Auditor(s);
8. the adoption of the remuneration policy, when necessary;
9. the adoption of the remuneration report; and
10. any other matters specified in the notice convening the meeting;
11. the Chairman, Vice Chairman (if any) and other necessary members of the Board of Directors; and
If voting is performed at the shareholders’ meeting, the Chairman of the meeting shall determine the voting method.
13 § Financial year
The Company’s financial year is one calendar year.
14 § Arbitration
Any disputes arising from the application of the Companies Act and these Articles of Association between the Company, on the one hand, and the Board of Directors, any Board member, the Managing Director, the Auditor or any shareholder, on the other, shall be submitted to arbitration, as prescribed by the Companies Act and the Arbitration Act.