2024-05-22 13:30:00 CEST

2024-05-22 13:30:07 CEST


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Cargotec - Prospectus/Announcement of Prospectus

The Finnish Financial Supervisory Authority has approved the prospectus concerning the partial demerger of Cargotec and listing of Kalmar


CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 22 MAY 2024 AT 2:30 P.M. (EEST)

The Finnish Financial Supervisory Authority has approved the prospectus concerning the partial demerger of Cargotec and listing of Kalmar

Cargotec Corporation (“Cargotec”) announced on 1 February 2024 the approval of a demerger plan concerning the partial demerger of Cargotec (the “Demerger Plan”) according to which all assets, debts and liabilities of Cargotec relating to the Kalmar business area or mainly serving the Kalmar business area shall be transferred without a liquidation procedure to Kalmar Corporation (“Kalmar”) (the “Demerger”), a company to be incorporated in the Demerger. The Board of Directors of Cargotec has proposed that the Annual General Meeting of Cargotec to be held on 30 May 2024 (the “AGM”) would approve the Demerger Plan and resolve upon the Demerger as set forth in the Demerger Plan. The completion of the Demerger, which is subject to, among other things, the approval by the AGM, is expected to be registered in the Finnish Trade Register on or about 30 June 2024, and trading in Kalmar’s class B shares on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) is expected to begin on 1 July 2024 or as soon as reasonably possible thereafter.

The Finnish Financial Supervisory Authority has today, on 22 May 2024, approved the Finnish language demerger and listing prospectus prepared by Cargotec on behalf of Kalmar concerning the Demerger and applying the class B shares in Kalmar to be admitted on trading on the official list of Nasdaq Helsinki (“Prospectus”). The Prospectus, the English language translation thereof and the Swedish language translation of the summary will be available on or about 23 May 2024 on Cargotec’s website at https://www.cargotec.com/demerger and registered office at Porkkalankatu 5, FI-00180 Helsinki, Finland. In addition, the Prospectus and its English translation will be available in print at Nasdaq Helsinki at Fabianinkatu 14, FI-00100 Helsinki, Finland on or about 23 May 2024.

The Prospectus contains the following previously unpublished information in relation to Kalmar:

Kalmar’s performance targets

Cargotec’s Board of Directors has set the following performance targets for Kalmar for 2028:

Financial targets

  • Sales growth of 5 percent p.a. over the cycle;
  • Comparable operating profit margin of 15 percent;
  • Return on capital employed (ROCE) above 25 percent;

Capital structure and sustainability framework

  • Aligned with SBTi targets with 1.5 °C commitment;1
  • Leverage2 (Net debt to EBITDA) under 2x;
  • Dividend payout ratio of 30–50 percent per annum.

The financial targets constitute forward-looking statements that are not guarantees of future financial performance. Kalmar’s actual results could differ materially from the results presented in or implied by such forward-looking statements as a result of numerous factors.

Kalmar’s strategy

Kalmar's vision is to be the forerunner in sustainable material handling equipment and services, moving goods in critical supply chains around the world. Through its portfolio of efficient and decarbonised equipment, extensive service offering, and deep-rooted industry expertise, Kalmar focuses on helping customers to meet their sustainability and productivity targets.

Kalmar’s industry and customers are facing pressure from different megatrends, which drive renewal across the whole industry. Kalmar is committed to answer to this pressure by solving the challenges customers face, the most significant of which are:

  • Safety
  • Productivity
  • Decarbonisation and electrification
  • Changing logistics landscape
  • Labour shortage
  • Intelligent operations

To address these challenges, Kalmar is focusing on the following three strategic areas: 

  • Investing in sustainable innovations: Kalmar focuses on investing in sustainable innovation in the area of decarbonised and electric equipment, and equipment with driver assistance and autonomous functions, enabled by data, digital and AI capabilities to maximise uptime and increase productivity, which has a potential for lower total cost of ownership.
  • Growing services: Kalmar is close to customers around the world, which Kalmar sees as a clear competitive advantage. Kalmar sees a significant potential to grow services sales, due to its large installed base, global network of service technicians and unique industry experience from a significant fleet of connected equipment globally.
  • Driving excellence: Kalmar aims to improve profitability and cash flow generation to fund further investments into R&D and organic growth, inorganic growth and distributing profits to shareholders. The improved profitability is planned to originate from commercial and operational excellence actions that include active pricing management, supply chain and process optimisation and continuous focus on competitive operational cost-base.

Kalmar’s key strengths

Cargotec’s management believes that particularly the following factors are Kalmar’s key strengths and represent competitive advantages:

Global leader in an attractive market for mission-critical heavy material handling

Kalmar has a leading position in the heavy material handling market.3 In the view of the management, Kalmar’s strong position is based on Kalmar’s presence at the mission-critical heavy material handling operations of its customer, in addition to a well-known brand, as well as on Kalmar’s ability to address its customers’ need for efficiency, reliability, safety and sustainability. The management believes that Kalmar will benefit from the industry transformation, creating new customer demand in new use cases and market segments as well as in electric and autonomous and operator assisted equipment.

Partnering long-term with our customers to deliver a stronger impact

Kalmar sees that its customers, which are operating in the industries focusing on the heavy materials handling needs, are constantly looking for ways to improve efficiency and productivity, optimise uptime, have safer working environments and look for sustainability improvements and decarbonisation in operations, together resulting in lowered total cost of ownership. Through its advanced solutions and partnership approach, Kalmar helps its customers to achieve these goals. Kalmar has not lost any of its top 20 customers since 20164 and has received repeat orders from its customers concerning its electric offering. Through the close relationships with customers and leveraging the network of more than 1,300 global service technicians and presence in over 120 countries5, Kalmar is able to help and support its customers on optimising the usage of their Kalmar equipment.

Geared to grow by making the industry more electrified, intelligent and sustainable

The market shift towards electrification is expected to be highly beneficial for Kalmar. Of Kalmar’s customers, 63 percent say that they are planning to invest in zero- or low-emission heavy material handling equipment by 2028. In the view of the management, Kalmar is a leader in electric equipment, especially in medium and heavy electric forklift trucks and straddle carriers, and in addition Kalmar is well-positioned to benefit from the ongoing transition in the heavy material handling industry towards electrification and sustainability.

Significant services growth upside from large installed base and innovation-enabled offering

The management believes that focusing on the service offering will benefit Kalmar due to the profitability and growth potential of the services business. Kalmar has an active and growing installed base of 65,000 machines globally of which more than 13,000 are connected machines, and a network of more than 1,300 service technicians, enabling Kalmar to maximise current potential from the existing installed base while providing upside from new services and business models, and new services linked to ongoing electrification.

Driving excellence to target best-in-class commercial performance and cost efficiency

Kalmar is focused on increasing the efficiency of its operations through a combination of continuous portfolio management and ongoing commercial and operational excellence actions. These improvements are aimed to be achieved by product cost optimisations, pricing management, supply chain development, process improvement actions and cost-saving actions, for example.

Significant sales growth and profitability potential enabled by strong financial profile

Kalmar is committed to sustainable and profitable growth. Kalmar has been able to grow above the market in recent years, which has also supported higher profitability. Kalmar’s strong financial position is enabled by Kalmar’s asset light business model, as majority of the operations are assembly-only, with only selected key components manufactured in-house.

Further information on Kalmar’s strategy and key strengths is presented in the Prospectus.

Future Outlook

This section, Future Outlook, contains forward-looking statements. These statements are not guarantees of Kalmar’s financial performance in the future. Kalmar’s actual result of operations and financial position could differ materially from those expressed or implied by these forward-looking statements as a result of many factors. Undue reliance should not be placed on these forward-looking statements.

Kalmar’s unaudited guidance set out below has been prepared on a basis which is (i) comparable to Kalmar’s historical carve-out financial information and (ii) consistent with the principles applied in preparing Kalmar’s carve-out financial statements.

Kalmar’s guidance set out below is based on, inter alia, the estimates and assumptions made by the Board of Directors as regards the order intake outlook, customer activity and margin estimates, the workload of the operations, the cost estimations and other similar items. The key factors affecting the results of operations that Kalmar can affect are, for example, pricing, efficiency and scope of its own operations, product and service quality, research and development operations, new products and services, personnel know-how, ability and resources to create successful subcontractor and supplier relationships as well as the ability to foresee and respond to changing demand. Factors beyond Kalmar’s control are, e.g., the timing of customers’ purchase decisions, customer activity and demand, inflation in raw material prices and subcontracting, availability of components and raw materials, competitors’ actions, general economic development, confidence in Kalmar’s products and services as well as the quality, availability, delivery times and pricing of subcontractors or suppliers. Kalmar’s guidance includes the following uncertainties that may materially change the outcome of the guidance: development of order intake, changes in customer activity, customers’ investment decisions and delays thereof, changes in the size and margins of the backlog, changes in cost estimations, development of service business and changes in general economic situation.


Guidance for 2024

According to the guidance published by Cargotec on 1 February 2024, the comparable operating profit margin of Cargotec’s Kalmar business is estimated6 to be above 11 percent in 2024. Kalmar estimates that the costs incurred from operating as an independent company after the Demerger will have a negative effect of approximately 1–2 percentage points annually as compared to the result of Cargotec’s Kalmar business. The comparable operating profit margin of Cargotec’s Kalmar business was 13.5 percent during the first quarter of 2024.

Certain unaudited pro forma financial information of Kalmar

The unaudited pro forma financial information included in the Prospectus (the “Unaudited Pro Forma Financial Information”) illustrates the effects of the Demerger to Kalmar’s carve-out financial information had the Demerger been consummated at an earlier point in time. The Unaudited Pro Forma Financial Information is for illustrative purposes only. The Prospectus also includes an independent practitioner’s assurance report on the compilation of pro forma financial information included in the Prospectus prepared in accordance with the Annex 20 to the Commission Delegated Regulation (EC) N:o 2019/980.

The unaudited pro forma combined statement of income for the financial year ended 31 December 2023 and the unaudited pro forma combined statement of income for the three months ended 31 March 2024 give effect to the Demerger as if it had occurred on 1 January 2023. The unaudited pro forma combined balance sheet as at 31 March 2024 illustrates the impact of the Demerger as if it had occurred on that date.

Because of its nature, the Unaudited Pro Forma Financial Information illustrates what the hypothetical impact would have been if the Demerger had been consummated at the date assumed in the Unaudited Pro Forma Financial Information, and, therefore, does not represent the actual results of operations or financial position of Kalmar. The Unaudited Pro Forma Financial Information is not intended to project the results of operations or financial position of Kalmar as of any future date and does not represent the results of operations or financial position had Kalmar been an independent listed company for the periods presented.

The pro forma business area information presented in the Unaudited Pro Forma Financial Information has been prepared to illustrate Kalmar’s two reportable segments Equipment and Services and Other following to the completion of the Demerger. Kalmar will report its business area results using operating profit and comparable operating profit as the main operating measure.

The following table sets forth the unaudited key figures presented on a pro forma basis for the periods indicated:

In EUR million, unless otherwise indicated 1 January to 31 March 2024 or as at 31 March 2024 For the financial year ended 31 December 2023
Sales, total.............................................................. 439.12,049.6
Equipment sales..................................................... 303.11,441.5
Services sales......................................................... 136.0567.1
EBITDA.................................................................. 67.7261.1
Operating profit....................................................... 54.0203.8
Operating profit, % of sales................................. 12.3 %9.9 %
Equipment operating profit..................................... 39.3201.8
Services operating profit........................................ 22.895.6
Comparable operating profit.................................. 54.0255.0
Comparable operating profit, % of sales............. 12.3 %12.4 %
Equipment comparable operating profit................. 39.3201.8
Equipment comparable operating profit, % of sales   13.0 %14.0 %
Services comparable operating profit.................... 22.895.6
Services comparable operating profit, % of
sales..................................................................... 		16.7 %16.9 %
Profit for the period................................................. 36.9152.4
Profit for the period, % of sales........................... 8.4 %7.4 %
Earnings per share, EUR....................................... 0.572.37
Comparable profit for the period............................ 36.9193.4
Comparable profit for the period, % of sales....... 8.4 %9.4 %
Comparable earnings per share, EUR .................. 0.573.01
Total assets............................................................ 1,704.0 
Total equity............................................................. 526.1 
Interest-bearing net debt........................................ 145.0 
Interest-bearing net debt / EBITDA....................... 1.79 
Gearing, % ............................................................. 27.6 % 

The Unaudited Pro Forma Financial Information has been attached in full to this release.

Certain carve-out financial information of Kalmar

The Prospectus includes audited Kalmar carve-out financial statements as at and for the years ended 31 December 2023, 2022 and 2021, and the unaudited carve-out financial information of Kalmar as at and for the three months ended 31 March 2024, including unaudited comparative financial information as at and for the three months ended 31 March 2023. Kalmar’s carve-out financial information has been attached in full to this release.

The Kalmar carve-out financial statements as at and for the years ended 31 December 2023, 2022 and 2021 have been audited by Ernst & Young Oy, Authorised Public Accountants, with Authorised Public Accountant Heikki Ilkka as the auditor with the principal responsibility.

The Kalmar carve-out financial statements for the financial years ended 31 December 2023, 2022 and 2021 have been prepared on a carve-out basis from Cargotec’s audited consolidated financial statements and the carve-out financial information for the three months ended 31 March 2024 on a carve-out basis from Cargotec’s unaudited consolidated interim financial information using the historical income and expenses, assets and liabilities and cash flows attributable to the Kalmar business. The carve-out financial statements also include the allocation of income, expense, assets, liabilities and cash flows which are based on management judgement, assumptions and estimates. The most significant estimates, judgements and assumptions relate to the allocation of the costs of certain centrally provided shared services, leasing arrangements and shared assets, cash management and financing, determination of current and deferred income taxes and invested equity.

The Kalmar carve-out financial statements have been prepared in accordance with IFRS Accounting Standards as adopted by the European Union, under consideration of the principles for determining which assets and liabilities, income and expenses as well as cash flows are to be assigned to Kalmar as described in Note 1 under the section “Background and basis of preparation” of the audited carve-out financial statements as at and for the years ended 31 December 2023, 2022 and 2021. The unaudited carve-out financial information of Kalmar as at and for the three months ended 31 March 2024, including unaudited comparative carve-out financial information as at and for the three months ended 31 March 2023 have been prepared in accordance with “IAS 34 - Interim Financial Reporting” under the same carve-out considerations as described above.

Accordingly, the carve-out financial information of Kalmar does not necessarily reflect what Kalmar’s results of operations, financial position or cash flows would have been had Kalmar operated as an independent company and had it presented stand-alone financial information during the periods presented. Moreover, the carve-out financial information of Kalmar may not be indicative of Kalmar’s future results of operations, financial position or cash flows.

The following table details certain carve-out financial information for Kalmar derived from the Prospectus:

  As at 31 March and 1 January to 31 March As at and for the year ended
31 December
In EUR million, unless otherwise indicated 2024 2023 2023 2022 2021
 (unaudited)(audited)
Combined statement of income     
Sales, total.................................. 439.1485.32,049.61,942.81,512.2
Operating profit.......................... 45.855.9240.2118.3320.8
Operating profit, % of sales..... 10.411.511.76.121.2
Comparable operating profit...... 53.956.3254.7168.9100.3
Comparable operating profit, % of sales........................................ 12.311.612.48.76.6
Profit for the period..................... 33.444.9193.892.6261.5
Profit for the period, % of sales................................................. 7.69.39.54.817.3
Combined balance sheet     
Total assets................................ 1,866.91,965.21,846.11,904.51,759.7
Total invested equity.................. 868.0923.3818.2853.0776.0
Combined statement of cash flows     
Cash flow from operating activities.................................................... 84.0-11.5221.3162.072.8
Cash flow from investing activities.................................................... -9.0-9.9-43.3-13.6347.5
Cash flow from financing activities.................................................... -75.09.1-193.7-150.8-387.5

Definitions and Reasons for the Use of Financial Key Indicators

Key figure Definition Reason for the use
Operating profit (MEUR and % of sales)Sales - cost of goods sold - selling and marketing expenses - research and development expenses - administration expenses - restructuring costs + other operating income - other operating expenses + share of associated companies’ net incomeOperating profit is used to measure business profitability. It describes the profitability of the business before taking into account financial items and taxes.
Comparable operating profit (MEUR and % of sales)Operating profit excluding items affecting comparabilityComparable operating profit is used to monitor and forecast profit development and set related targets. It is calculated by excluding items affecting comparability from operating profit and non-core business, which makes it easier to compare the profitability of the business at different time periods.
Restructuring costs and other items affecting comparability (MEUR)Items affecting comparability include restructuring costs and other items affecting comparability such as significant capital gains and losses, gains and losses related to acquisitions and disposals, acquisition and integration costs, costs related to the planned partial demerger from Cargotec and related listing costs, impairments and reversals of impairments of assets, and costs that are related to aforementioned items.Factor used to calculate Comparable operating profit.

Shareholders and prospective investors are instructed to acquaint themselves with the entire Prospectus in addition to this stock exchange release.

Advisers to Cargotec and Kalmar

Goldman Sachs International, Danske Bank A/S, Finland Branch and BNP PARIBAS are acting as the financial advisers to Cargotec, PricewaterhouseCoopers Oy is acting as the separation, tax, legal structuring and financial reporting adviser, Hannes Snellman Attorneys Ltd is acting as the legal adviser in relation to Finnish law and Skadden, Arps, Slate, Meagher & Flom (UK) LLP in relation to U.S. law, and Miltton Ltd is acting as a communications adviser in relation to the Demerger and the listing of Kalmar.

Capital Markets Day

Cargotec will host a capital markets day focusing on Kalmar on 29 May 2024. More information and registration are available on www.cargotec.com/cmd24.

Cargotec Corporation
Board of Directors

For more information:

Carina Geber-Teir, Head of Investor Relations and Communications, Kalmar, tel. +358 40 502 4697

Aki Vesikallio, Vice President, Investor Relations, Cargotec, tel. +358 40 729 1670

Appendices:

  • Unaudited Pro Forma Financial Information of Kalmar;
  • Kalmar’s audited carve-out financial statements as at and for the years ended 31 December 2023, 2022 and 2021 and the auditor’s report thereto;
  • Kalmar’s unaudited interim carve-out financial information as at and for the three months ended 31 March 2024.

About Kalmar

Kalmar’s vision is to be the forerunner in sustainable material handling equipment and services, moving goods in critical supply chains around the world. Kalmar offers a wide range of industry shaping heavy material handling equipment and services to ports and terminals, distribution centres, manufacturing and heavy logistics. Kalmar operates globally in over 120 countries, the company's sales on a carve-out basis in 2023 totalled approximately EUR 2.1 billion and it employed around 5,000 people on a carve-out basis as at 31 March 2024. www.kalmarglobal.com

About Cargotec

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 has signed the United Nations Global Compact Business Ambition for 1.5°C. The company's sales in 2023 totalled approximately EUR 4.6 billion and it employs around 11,300 people. www.cargotec.com
Disclaimer

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (“US Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States, unless such securities are registered under the US Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the US Securities Act and applicable state or local securities laws.

The Kalmar shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon, or endorsed the merit of, the Demerger or the accuracy or the adequacy of the information contained in this release or in the Prospectus. Any representation to the contrary is a criminal offense under U.S. law. Neither Cargotec nor Kalmar intend to register securities in the United States or to conduct a public offering of securities in the United States.

The financial advisers are acting for Cargotec and no one else in connection with the Demerger and will not be responsible to anyone other than Cargotec for providing the protections afforded to clients of the financial advisers, or for giving advice in connection with the Demerger or any other matter.

Forward-looking Statements

The release includes forward-looking statements within the meaning of Section 27A of the US Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, including expected performance targets, and are based on present plans, estimates, projections and expectations and are not guarantees of future performance. These forward-looking statements are subject to numerous risks, uncertainties and assumptions, including risks relating to the contemplated Demerger and its completion, risks relating to Kalmar's industry, business, the risk that Kalmar's actual results of operations in future periods may differ materially from (and be more negative than) the expected results or performance targets discussed, or suggested, herein. These forward-looking statements reflect knowledge and information available at, and speak only as of, the date they are made, which, even though they seem to be reasonable at present, may turn out to be incorrect. Except as required by law, Cargotec undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date hereof or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on such forward-looking statements. Readers should review the section entitled “Risk Factors” and the description of Kalmar's business in the section entitled “Business of Kalmar”, each in the Prospectus, for a more complete discussion of the risks and factors that could affect us, the Demerger and/or Kalmar.



1 Plan following criteria of the Science Based Targets initiative (confirmation of the target will be sought).

2 Including IFRS 16.

3 Source: Market study by KPMG (in respect of equipment market). Kalmar is a market leader across terminal tractors, straddle carriers, crane spreaders and reachstackers and empty container handlers, and one of the leaders for medium and heavy forklift trucks based on equipment volume (average in 2022–2023) and spare parts capture rate of 29 percent in the first quarter of 2024.

4 Kalmar’s customers, who have placed at least one order per year since 2016 (annually recurring orders as a criterion).

5 Including Kalmar’s dealers.

6 The 2024 profitability outlook for Cargotec’s Kalmar business is presented using the same principles which are applied by Cargotec in the 2023 external financial reporting.


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