Cargotec’s extraordinary general meeting resolves to approve the merger of Cargotec and Konecranes
The extraordinary general meeting of Cargotec Corporation (“Cargotec”) held in on 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, the company said in its release.
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.
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.
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 new class A shares in Cargotec would be issued for each existing class A share and two 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.
