2015-08-11 08:00:00 CEST

2015-08-11 08:00:04 CEST


REGULATED INFORMATION

Konecranes Oyj - Company Announcement

KONECRANES AND TEREX TO FORM LEADING GLOBAL LIFTING AND MATERIAL HANDLING SOLUTIONS COMPANY THROUGH AN ALL-STOCK MERGER OF EQUALS


KONECRANES PLC  STOCK EXCHANGE RELEASE  August 11, 2015 at 09:00 EET



  -- Combination of highly complementary businesses creates a leading global
     Lifting and Material Handling Solutions company with a well-balanced
     business and geographic profile
  -- With €7.5/$10.0 billion in combined 2014 revenues, the combined company, to
     be called Konecranes Terex Plc, will have critical scale to deliver
     outstanding technology innovation and enhanced service to customers
  -- Terex shareholders will receive 0.80 Konecranes shares for each existing
     Terex share, which is consistent with the average share-price implied
     exchange ratios over the past 3 and 6 months of 0.7921 and 0.7933,
     respectively
  -- At closing, expected during the first half of 2016, the combined company
     will be owned approximately 60% by Terex' shareholders, and 40% by
     Konecranes' shareholders; the transaction is expected to be accretive to
     the shareholders of both companies in first full year after closing
  -- Identified annual operational synergies of at least €110/$121 million EBIT
     contribution and additional €32/$35 million post-tax income benefit from
     financing, cash management and structure optimization, anticipated to be
     fully implemented within 3 years from closing
  -- Joint intention of Konecranes and Terex to execute a share buy-back program
     post closing of up to €1.4/$1.5 billion, split between ca. €456/$500
     million as soon as possible after closing  and up to an additional
     €0.9/$1.0 billion executed within 24 months after closing
  -- Enhanced capital structure and strong free cash flow expected to support
     growth with increased returns to shareholders, including maintenance of
     Konecranes dividend level
  -- Konecranes Terex to be incorporated in Finland, with headquarters in
     Hyvinkää, Finland and Westport, Connecticut, USA
  -- Konecranes' current Chairman of the Board will become Konecranes Terex'
     Chairman and the Terex CEO will become Konecranes Terex' CEO. The
     nine-member Board will include five Directors to be nominated by Terex and
     four Directors to be nominated by Konecranes


Hyvinkää, Finland & Westport, CT, USA, August 11, 2015 -- 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. (A more complete view of the
transaction terms is included in Appendix 1.) 

Highly Complementary Businesses and Geographic Profiles

The combination will bring together complementary leaders in lifting, materials
handling, and equipment servicing solutions. Konecranes Terex will be parent to
a family of leading brands with global leadership positions in the Industrial
Lifting, Port Solutions, Aerial Work Platforms, Materials Processing and Cranes
categories. The combined company will be able to offer comprehensive solutions
to customers worldwide based on a highly complementary product portfolio. 

Konecranes Terex will have the critical scale to continue to drive technology
innovation and provide customers with an industry-leading service offering. The
combined company is expected to create enhanced shareholder value through: 

  -- Increased global scale with enhanced ability to remain competitive
     via-a-vis intensifying global, in particularly low-cost emerging market
     competition;

  -- Broader presence in key sectors with greater opportunity to capitalize on
     growth trends, especially in Industrial Lifting and Port Solutions;

  -- Creation of a global service organization of critical mass and scope;

  -- More robust portfolio of complementary products and customer solutions;

  -- Significant operational and financial synergies; and 

  -- Strong balance sheet and cash flow generation to support growth and return
     of capital to shareholders.

Stig Gustavson, Chairman of the Board of Konecranes, said: “The combination of
Konecranes and Terex is a defining step in the history of both companies.  With
a focus on Lifting and Material Handling solutions, Konecranes Terex will be in
an excellent position to deliver enhanced growth in revenues and margins
through several strategic advantages, including significant cross-selling
opportunities. There is a common culture between the two organizations, with
both companies having long histories of designing competitive and innovative
solutions. Together, we will have the opportunity to expand what Konecranes and
Terex have built and become even stronger in the future.” 

Terex CEO, Ron DeFeo, added: “This merger brings together two great businesses
and through synergies provides another lever that is within our control to
deliver value-creation to both the shareholders of Terex and Konecranes. We
have a deep respect for Konecranes and look forward to joining forces with them
to build a stronger and more diverse company that will be in an excellent
position to succeed in a dynamic and highly competitive global industry.” 

Significant Synergies Create Strong Upside Potential for Shareholders

The parties target that in the mid-term, Konecranes Terex would deliver
significant profitability upside based on expected market growth, internal
profitability initiatives already implemented and synergies resulting from the
merger. Based on Konecranes' and Terex' internal mid-term outlooks and the
combination of the above expectations, the parties would seek to achieve
revenue growth of more than 10% and operating profit increase of significantly
more than 50% (in each case on a € basis) for Konecranes Terex within three to
four years from closing compared to 2014. 

The combined company expects to achieve at least €110/$121 million of annual
pre-tax cost synergies from procurement savings, optimization of operations as
well as selling, general and administrative efficiencies. In addition,
Konecranes Terex anticipates to realize post-tax income enhancement from
financing, cash management and structure optimization of at least €32/$35
million annually. In total, these synergies are expected to result in €109/$119
million of annual net income benefits to be fully implemented within 3 years
from closing.  Procurement savings are expected to contribute ca. 30% of the
net income benefit, operational optimization ca. 20%, selling, general and
administrative efficiencies ca. 20% and financing, cash management and
structure optimization ca. 30%. Ca. €58/$63 million of the total benefits are
expected to be implemented within 12 months from closing. The company expects
to incur approximately €110/$121 million in related one-time costs over the
first 24 months after closing to achieve the synergies. 

The combined company will have a solid capital structure and the ability to
generate strong cash flow and shareholder returns. It would seek to achieve
free cash flow generation of approximately €2.6/$2.8 billion (Free cash flow
defined as EBITDA - Capex) from 2016 to 2018.  The joint intention of
Konecranes and Terex is to execute a share buy-back program post closing of up
to €1.4/$1.5 billion, split between ca. €456/$500 million as soon as possible
after closing and up to an additional €0.9/$1.0 billion executed within 24
months after closing. 

The dividend policy for the combined company will be set by the Board after
closing. However, given the enhanced growth profile of the combined business,
it is expected that the combined company will maintain the current annual
dividend paid by Konecranes of €1.05/$1.15/ share, in addition to the return of
capital through buy-backs. The combined company's intention is to strengthen
the balance sheet of the new entity over time. 

Governance and Management

Upon closing of the transaction, the combined company is planned to have a
Board of Directors comprising nine members, of which five Directors will be
nominated by Terex and four Directors by Konecranes. Konecranes' current
Chairman of the Board will become Konecranes Terex' Chairman and the Terex CEO
will become Konecranes Terex' CEO. Should Terex determine to appoint a new CEO
before the completion of the transaction, the parties have agreed to do this in
close collaboration between the Boards of Directors of Terex and Konecranes. 

The combined company will maintain headquarters in Hyvinkää, Finland as well as
Westport, Connecticut, USA. Following closing of the transaction, the combined
entity is expected to have approximately 32,000 employees worldwide. 

Approvals and Timing

The transaction is subject to approval by both Terex and Konecranes
shareholders, regulatory approvals and other closing conditions as further
described in Appendix 1. Konecranes and Terex expect to convene general
meetings of their shareholders to approve the transaction in early 2016.
Closing of the transaction is expected to occur during the first half of 2016. 

Further Information

Konecranes' Chairman, Stig Gustavson and Konecrances' CEO, Pekka Lundmark
together with Terex Chairman and CEO, Ronald M. DeFeo, will host a press
conference to discuss the transaction today at 11:00 am EET / 4:00 am EDT at
Finlandia Hall's Veranda 4, Mannerheimintie 13e, 00100 Helsinki. The press
conference will be streamed live at
http://qsb.webcast.fi/k/konecranes/konecranes_2015_0811_webcast/. 

The conference can also be joined by telephone. Please dial in 5 to 10 minutes
before the beginning of the event: 

Finland: +358 (0)9 2313 9201
US: +1 334 323 6201
UK: +44 (0)20 7162 0077
Germany: +49 (0)695 8999 0507

Event title: Press Conference 11.08.2015
Conference id: 954707

Konecranes and Terex will also host a joint webcast and conference call for
investors and analysts today at 3:30 pm EET / 8:30 am EDT. 

US and Canada: 877-726-6603
International: +1 706-634-5517

The presentation slides will be available at www.konecranes.com/investors

Advisors

Perella Weinberg Partners is serving as financial advisor to Konecranes and
Skadden, Arps, Slate, Meagher & Flom LLP and Roschier, Attorneys Ltd. are
providing legal counsel to Konecranes.  Credit Suisse Securities (USA) LLC is
serving as financial advisor to Terex and Fried Frank Harris Shriver & Jacobson
LLP, Bryan Cave LLP and Avance Attorneys Ltd are acting as legal counsel to
Terex. 

About Konecranes

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 2014, Group sales totaled € 2,011 million. The Group has 11,900
employees at 600 locations in 48 countries. Konecranes is listed on Nasdaq
Helsinki (symbol: KCR1V). 

About Terex

Terex Corporation is a diversified global manufacturer reporting in five
business segments: Aerial Work Platforms, Construction, Cranes, Material
Handling & Port Solutions and Materials Processing. Terex manufactures a broad
range of equipment for use in various industries, including the construction,
infrastructure, quarrying, manufacturing, mining, shipping, transportation,
refining, energy and utility industries. Terex offers financial products and
services to assist in the acquisition of Terex equipment through Terex
Financial Services. Terex uses its website (www.Terex.com) and its Facebook
page (www.facebook.com/TerexCorporation) to make information available to its
investors and the market. 

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 Terex and 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.  Each of Terex and Konecranes disclaim 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. 

APPENDIX 1: TRANSACTION TERMS

The proposed transaction is structured as a reverse triangular merger under
Delaware law, in which Konecranes Acquisition Company LLC, an indirect
subsidiary of Konecranes, merges with and into Terex, with Terex shareholders,
option holders and other equity right holders receiving Konecranes shares and
option rights in accordance with the exchange ratios set out above as merger
consideration. 

The reverse triangular merger and the proposed combination will be implemented
in accordance with the terms and conditions of the business combination
agreement and plan of merger between Konecranes, Konecranes, Inc., Konecranes
Acquisition Company LLC and Terex ("Combination Agreement"). In addition to the
terms and conditions of the merger, the Combination Agreement contains certain
customary representations and warranties by Konecranes and Terex concerning
their respective organizations and businesses. The Combination Agreement also
includes undertakings by Konecranes and Terex that are typical in similar
transactions and include e.g. undertakings by both companies to conduct their
businesses in the ordinary course before the completion of the merger, to
cooperate in making the necessary regulatory filings, undertakings not to
initiate, solicit, facilitate or encourage any offers or proposals competing
with the transaction, and to inform each other and provide each other with an
opportunity to negotiate in matters arising from such offers or proposals. 

The Boards of Directors of Konecranes and Terex have undertaken, subject, inter
alia, to each of their fiduciary duties, to issue recommendations to their
shareholders to approve and authorize the consummation of the transactions
contemplated by the Combination Agreement, including the merger. These
recommendations may be modified, cancelled or changed in certain circumstances
to comply with the fiduciary duties of the Konecranes and Terex Boards of
Directors, including (i) the receipt of a competing, more favorable offer or
proposal, and (ii) the occurrence of certain changes or events which are
currently unknown and not reasonably foreseeable. 

The Combination Agreement may be terminated by Konecranes or Terex under
certain circumstances prior to the completion of the merger, including, for
example, a material breach by either party of the terms and conditions of the
Combination Agreement, the Board of Directors of either party not issuing or
amending in an adverse manner its recommendation, non-receipt of regulatory
approvals, and certain other circumstances. The parties have further agreed on
certain termination fees customary in similar transactions and payable to the
other party under certain circumstances, including e.g. a failure by either
party to obtain the requisite shareholder approval, or a change or withdrawal
of the recommendation by the Board of Directors of either party. 

Conditions to the Merger

The obligations of Konecranes and Terex to effect the merger are subject to,
inter alia, approval of the transaction by both Terex and Konecranes
shareholders, receipt of regulatory approvals in the relevant jurisdictions,
the listing of the Konecranes shares or ADS to be delivered as merger
consideration on NYSE or another U.S. national securities exchange reasonably
acceptable to Konecranes and Terex, no change in certain legal and tax
assumptions, the absence of any material adverse effect occurring with respect
to Konecranes or Terex, and to other customary conditions. 

Integration Steering Committee

Konecranes and Terex will form an integration steering committee to make
recommendations on the optimal business, corporate, financial, operation and
strategic structure for the holding of the businesses of Konecranes and Terex
and their subsidiaries following the closing of the transaction. 

APPENDIX 2: PRELIMINARY COMBINED FINANCIAL INFORMATION

The unaudited financial information presented below is based on adjusted
figures from Konecranes' IFRS-based and Terex' US GAAP-based audited financial
statements for the full year 2013 and 2014 as such without adjusting them in
any way to represent uniform accounting principles. 

The combined financial information is for illustrative purposes only. The
combined financial information gives an indication of the combined company's
sales and earnings assuming the activities were included in the same company
from the beginning of each period. The combined financial information is based
on a hypothetical situation and should not be viewed as pro forma financial
information as purchase price allocation, differences in accounting standards,
differences in accounting principles and transaction costs have not been taken
into account. The combined financial information assumes the transaction to be
treated as reverse acquisition for accounting purposes. The difference between
transaction value, which has been calculated based on the closing price of
Konecranes' shares as of August 7, 2015 and Konecranes' book equity has been
allocated to non-current assets. The expected synergies have not been included. 

For the purposes of financial reporting, the actual combined financials will,
however, be determined on the basis of IFRS and/or US GAAP, applied
consistently, and will be calculated based on the transaction value and the
fair values of the identifiable assets and liabilities at the closing date of
the company that is ultimately determined to be treated as acquired entity for
accounting purposes. Income statement and balance sheet items could therefore
differ significantly from the combined financial information presented below. 

This stock exchange release also contains non-GAAP measures (GAAP being IFRS
for Konecranes and US GAAP for Terex). These non-GAAP measures may not be
comparable to similarly titled measures disclosed by other companies. The
non-GAAP measures of Konecranes and Terex may not be comparable. For a
reconciliation between reported and non-GAAP/adjusted information for Terex
please see the reports and presentations for Q4 2014 and full year 2014. 

Combined statement of income (reported adjusted numbers for continuing
operations) and statement of cash flow information for illustrative purposes.
No adjustments made to align the accounting principles. 



                                            2014                            2013
--------------------------------------------------------------------------------
EUR million          Combined  Konecran    Terex     Combined  Konecran    Terex
                      Company        es  Adjuste      Company        es  Adjuste
                               Adjusted        d               Adjusted        d
--------------------------------------------------------------------------------
Net Sales             7,513.0   2,011.4  5,501.6      7,434.3   2,099.6  5,334.7
--------------------------------------------------------------------------------
EBITDA (2)              636.0     162.2    473.8        623.8     154.6    469.2
--------------------------------------------------------------------------------
D&A (1)               (154.5)    (43.1)  (111.4)      (146.8)    (39.1)  (107.7)
--------------------------------------------------------------------------------
EBIT (2)                481.5     119.1    362.4        477.0     115.5    361.5
--------------------------------------------------------------------------------
Financial Items        (99.0)     (8.4)   (90.6)       (98.3)     (9.0)   (89.2)
--------------------------------------------------------------------------------
Taxes (2)             (103.2)    (33.8)   (69.3)      (116.2)    (36.8)   (79.4)
--------------------------------------------------------------------------------
Non Controlling         (0.4)         -    (0.4)          3.8         -      3.8
 Interest                                                                       
--------------------------------------------------------------------------------
Net Income              278.9      76.8    202.1        266.4      69.7    196.7
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net cash from           457.5     148.4    309.1        262.2     120.2    142.0
 operating                                                                      
--------------------------------------------------------------------------------
Capital               (103.3)    (42.0)   (61.3)      (120.1)    (57.7)   (62.4)
 expenditure                                                                    
--------------------------------------------------------------------------------



Average EUR/USD rates of 1.329 and 1.328 have been used for 2014 and 2013,
respectively. 

Combined balance sheet for illustrative purposes. No adjustments made to align
the accounting principles. 



                                       31.12.2014                     31.12.2013
--------------------------------------------------------------------------------
EUR million           Combined  Konecran    Terex    Combined  Konecran    Terex
                       Company        es  Adjuste     Company        es  Adjuste
                                Adjusted        d              Adjusted        d
--------------------------------------------------------------------------------
Non current            3,832.1     500.4  2,118.3     3,801.8     482.7  2,100.9
 assets                                                                         
--------------------------------------------------------------------------------
Inventories            1,538.7     335.5  1,203.3     1,495.3     325.5  1,169.7
--------------------------------------------------------------------------------
Other current          1,710.8     543.6  1,167.2     1,714.9     541.6  1,173.3
 assets                                                                         
--------------------------------------------------------------------------------
Cash                     491.8      97.9    393.9       428.1     132.2    295.9
--------------------------------------------------------------------------------
Total Assets           7,573.5   1,477.4  4,882.6     7,440.1   1,482.0  4,739.8
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total Equity           3,342.2     449.2  1,679.5     3,268.7     444.5  1,606.0
--------------------------------------------------------------------------------
Non current            2,132.8     283.0  1,849.8     2,114.7     231.4  1,883.3
 liabilities                                                                    
--------------------------------------------------------------------------------
Current                2,098.5     745.1  1,353.3     2,056.7     806.1  1,250.6
 liabilities                                                                    
--------------------------------------------------------------------------------
Total Equity and       7,573.5   1 477.4  4,882.6     7,440.1   1,482.0  4,739.8
 liabilities                                                                    
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Interest-bearing       1,720.8     247.4  1,473.4     1,753.0     319.7  1,433.3
 debt                                                                           
--------------------------------------------------------------------------------
Interest-bearing       1,229.0     149.5  1,079.5     1,324.7     187.3  1,137.4
 net debt                                                                       
--------------------------------------------------------------------------------

 Year-end EUR/USD rates of 1.214 and 1.379 have been used for 2014 and 2013,
respectively. 


(1) D&A for Terex includes depreciation, amortization, and bank fee
amortization not included in Income (loss) from operations. 

(2) Konecranes' adjusted EBITDA excludes restructuring costs of EUR 3.2 million
in 2014 and EUR 14.1 million in 2013 compared to the corresponding IFRS
statement of income. Adjusted EBIT excludes restructuring costs of EUR 3.2
million in 2014 and EUR 30.9 million in 2013. The tax effect of the excluded
restructuring items have increased taxes by EUR 1.0 million in 2014 and EUR
10.7 million in 2013 compared to the IFRS statement of income.