Konecranes Oyj - Company Announcement

UPDATE ON THE PENDING MERGER BETWEEN KONECRANES AND TEREX CORPORATION

KONECRANES PLC  STOCK EXCHANGE RELEASE  February 3, 2016 at 9.10

On August 11, Konecranes and Terex Corporation ("Terex") announced that their
respective Boards of Directors have unanimously approved a definitive agreement
to combine their businesses in a merger of equals (“Merger”). 

Merger-related integration planning has started in good co-operation. The
integration teams are making progress in detailing the previously announced
operational synergy opportunities and developing plans to achieve these cost
savings. 

Konecranes continues to be convinced that the Merger‎ represents a highly
compelling opportunity for both companies and their shareholders, and stands
behind and remains committed to the Merger. We believe that the stock market
undervalues the inherent value-creation potential of the Merger. The merged
entity, to be called Konecranes Terex Plc, is expected to deliver significant
profitability upside based on expected market growth, on-going internal
profitability improvement initiatives and synergies resulting from the Merger.
The combined company will also have a solid capital structure and the ability
to generate strong cash flow and shareholder returns through dividends and
share repurchases. 

In January 2016, the parties obtained antitrust clearances in India and Turkey.
The parties have made the merger-related HSR filing to the United States
Department of Justice and are in filing preparation and pre-notification
discussions with the European Commission. Both companies will continue to
cooperate with the remaining authorities to close their reviews as quickly as
possible. 

The transaction remains subject to approval by both Terex and Konecranes
shareholders, regulatory approvals and other closing conditions. Closing of the
transaction is expected to occur approximately mid-year 2016. 


KONECRANES PLC

Miikka Kinnunen
Director, Investor Relations


FURTHER INFORMATION
Analysts and Investors:
Miikka Kinnunen, Director, Investor Relations, Konecranes Plc,
tel. +358 20 427 2050


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 and machine tools of all
makes. In 2015, Group sales totaled EUR 2,126 million. The Group has 11,900
employees at 600 locations in 48 countries. Konecranes is listed on Nasdaq
Helsinki (symbol: KCR1V). 


DISTRIBUTION
Nasdaq Helsinki
Major media
www.konecranes.com


Forward Looking Statements

This document contains forward-looking statements regarding future events,
including statements regarding Terex or Konecranes, the transaction described
in this document and the expected benefits of such transaction and future
financial performance of the combined businesses of Terex and Konecranes based
on each of their current expectations. These statements involve risks and
uncertainties that may cause results to differ materially from those set forth
in the statements. When included in this document, the words “may”, “expects”,
“intends”, “anticipates”, “plans”, “projects”, “estimates” and the negatives
thereof and analogous or similar expressions are intended to identify
forward-looking statements. However, the absence of these words does not mean
that the statement is not forward-looking. Terex and Konecranes have based
these forward-looking statements on current expectations and projections about
future events. These statements are not guarantees of future performance. 

Because forward-looking statements involve risks and uncertainties, actual
results could differ materially. Such risks and uncertainties, many of which
are beyond the control of Konecranes, include, among others: the ability of
Terex and Konecranes to obtain shareholder approval for the transaction, the
ability of Terex and Konecranes to obtain regulatory approval for the
transaction, the possibility that the length of time required to complete the
transaction will be longer than anticipated, the achievement of the expected
benefits of the transaction, risks associated with the integration of the
businesses of Terex and Konecranes, the possibility that the businesses of
Terex and Konecranes may suffer as a result of uncertainty surrounding the
proposed transaction, and other factors, risks and uncertainties that are more
specifically set forth in Terex’ public filings with the SEC and Konecranes’
annual and interim reports. Konecranes disclaims any obligation to update the
forward-looking statements contained herein. 

IMPORTANT ADDITIONAL INFORMATION

This document relates to the proposed merger of Terex and Konecranes through
which all of Terex’ common stock will be exchanged for Konecranes ordinary
shares (or American depositary shares, if required). This document is for
informational purposes only and does not constitute an offer to purchase or
exchange, or a solicitation of an offer to sell or exchange, all of common
stock of Terex, nor is it a substitute for  the Preliminary Prospectus included
in the Registration Statement on Form F-4 (the “Registration Statement”) to be
filed by Konecranes with the SEC, the Prospectus/Proxy to be filed by Terex
with the SEC, the listing prospectus of Konecranes to be filed by Konecranes
with the Finnish Financial Supervisory Authority (and as amended and
supplemented from time to time, the “Merger Documents”). No offering of
securities shall be made in the United States except by means of a prospectus
meeting the requirements of Section 10 of the U.S. Securities Act of 1933. 

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE MERGER DOCUMENTS AND ALL
OTHER RELEVANT DOCUMENTS THAT KONECRANES OR TEREX HAS FILED OR MAY FILE WITH
THE SEC, NASDAQ HELSINKI, OR FINNISH FINANCIAL SUPERVISORY AUTHORITY WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING THE PROPOSED MERGER. 

The information contained in this document must not be published, released or
distributed, directly or indirectly, in any jurisdiction where the publication,
release or distribution of such information is restricted by laws or
regulations. Therefore, persons in such jurisdictions into which these
materials are published, released or distributed must inform themselves about
and comply with such laws or regulations. Konecranes and Terex do not accept
any responsibility for any violation by any person of any such restrictions.
The Merger Documents and other documents referred to above, if filed or
furnished by Konecranes or Terex with the SEC, as applicable, will be available
free of charge at the SEC’s website (www.sec.gov) or by writing to Anna-Mari
Kautto, Investor Relations Assistant, Konecranes Plc, P.O. Box 661, FI-05801
Hyvinkää, Finland or Elizabeth Gaal, Investor Relations Associate, Terex, 200
Nyala Farm Road, Westport, CT 06880, USA. 

Konecranes and Terex and their respective directors, executive officers and
employees and other persons may be deemed to be participants in the
solicitation of proxies in respect of the transaction. Information regarding
Konecranes' directors and executive officers is available in Konecranes’ annual
report for fiscal year 2014 at www.konecranes.com. Information about Terex'
directors and executive officers and their ownership of Terex ordinary shares
is available in its Schedule 14A filed with the SEC on April 1, 2015. Other
information regarding the interests of such individuals as well as information
regarding Konecranes’ and Terex' directors and officers will be available in
the proxy statement/prospectus when it becomes available. These documents can
be obtained free of charge from the sources indicated above.