OREANDA-NEWS. Konecranes Plc (Helsinki: KCR1V.HE) ("Konecranes") and Terex Corporation (NYSE: TEX) ("Terex") announced today that their respective Boards of Directors have unanimously approved a definitive agreement to combine their businesses in a merger of equals. The combined company, to be called Konecranes Terex Plc, will be a leading global Lifting and Material Handling Solutions Company with estimated combined 2014 revenues and EBITDA of €7.5/$10.0 billion and €636/$845 million. (For basis of preparation see Appendix 2.)

Under the agreement, Terex shareholders will receive 0.80 Konecranes shares for each existing Terex share (“Exchange Ratio”). Equivalent terms will apply to instruments granted under Terex’ long-term incentive plans. Upon closing of the transaction, based on current fully diluted shares outstanding, Terex shareholders will own approximately 60% and Konecranes shareholders will own approximately 40% of the combined company. The agreed Exchange Ratio is consistent with the average share-price implied exchange ratios over the past 3 and 6 months of 0.7921 and 0.7933 respectively. Based on the closing share prices and fully diluted shares outstanding as of August 7, 2015, the last trading day before the Board of Directors’ approval of the transaction, the Exchange Ratio implies a value of Terex shareholders’ resulting share in Konecranes Terex of €2.3/$2.5 billion and a premium to the fully diluted market value of Terex as of the same date of 7.7%.

The combined company is planned to be listed on Nasdaq Helsinki and New York Stock Exchange. The transaction is expected to be accretive to both companies’ shareholders in the first full year after closing.