• Home
  • News
  • Cargotec’s extraordinary general meeting resolves to approve the merger of Cargotec and Konecranes
  • 2020 December 21 18:37

    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.

2021 October 22

18:01 RS provides the designers with a tool for automated check of hull structures
17:40 IADC supports 5th International Congress “Hydraulic Engineering Structures and Dredging” as its Partner
17:15 EXMAR and LATTICE announce joint development of CO2 carrier
16:27 Cargo traffic within Azov-Don Basin of Russia’s IWWs fell by 12% in 10M’21
16:04 COSCO SHIPPING Ports and Silk Road Fund agree to establish cooperative strategic relationship
15:12 Port of Salalah partners with Maersk to launch a new end-to-end logistics service to Yemen through the Al-Mazyunah free zone
14:58 Marine Recruiting Agency trained 38% more people in 9M'2021
14:22 North Sea Port makes up for pandemic losses step by step in the first nine months of 2021
13:22 Bollinger Shipyards delivers 46th fast response cutter ahead of schedule despite direct hit from hurricane Ida
12:32 Port of Los Angeles reduces net air pollution during pandemic year
12:28 Navigation season officially closed in Lena Basin of RF IWW
12:01 GTT is selected by Samsung Heavy Industries to design the fuel tanks for six new LNG-fueled mid-size container vessels
11:49 Austal Australia delivers 13th Guardian-class Patrol Boat
11:22 Hyundai Heavy Industries awards no objection letter to Gazpromneft Ocean oils
10:21 Singapore crowned as the “Best Global Seaport” for the first time and won "Best Seaport in Asia" for the 33rd time
10:11 Delegation of MOL shipbuilding company visits Rosmorport’s Murmansk Branch
09:49 MABUX: Bunker prices may demonstrate downward changes on Oct 22
09:27 Crude oil prices decrease following the growth
09:10 Baltic Dry Index as of October 21

2021 October 21

18:26 Mermaid contract awards in Thailand, Angola and Saudi Arabia total 120 million USD
18:02 Non-self-propelled dredgers of Project 4395 laid down in Gorodets for Russian IWW Basin Administrations
17:46 Magseis Fairfield enters strategic collaboration with PGS for the hybrid towed streamer and OBN market
17:31 HELCOM adopts the updated Baltic Sea Action Plan, charting a way forward for a healthy Baltic Sea
17:16 DP World launches CARGOES Logistics
16:30 Proman and Stena jointly develop methanol as the pathway to sustainable shipping
16:14 APM Terminals and ZPMC enter into strategic alliance
15:33 MPC Container Ships ASA secures new financing facility, agrees on sale of six vessels and provides update on charter fixtures
15:32 Okskaya Shipyard lays down lead ship of Project RSD71 for Volga Shipping Company
15:03 NYK and Japan Marine Science to introduce and promote new mooring system to Japan ports together with Trelleborg Marine Systems
14:45 MABUX: Bunker Weekly Outlook, Week 42, 2021
14:03 NYK delivers new LNG carrier LNG Endeavour to TotalEnergies
13:49 Global Ports Investments published its Q3 and 9m 2021 operational results
13:28 Seaspan Ferries to reduce greenhouse gas emissions through using carbon-neutral Renewable Natural Gas in LNG-powered vessels
13:18 Consolidated cargo turnover of NCSP Group for 8M 2021, year-over-year
12:34 Dmitry Pankov appointed as new CEO of Management Company Delo
12:11 Port of Los Angeles cargo volume exceeds 903,000 TEUs in September 2021
11:53 Hydrographic Company installs first buoys with AIS receivers on the Northern Sea Route
11:32 Challenges and optimism: Mixed views from ports industry on business outlook
11:09 DP World is officially named Port Operator of the Year at 2021 Multimodal Award
10:39 Yara Marine’s FuelOpt offers IMO EEXI compliant Shaft Power Limitation solution
10:08 The Ocean Cleanup starts removal of plastic from Great Pacific Garbage Patch with System 002
09:52 MABUX: Bunker prices may demonstrate slight upward changes on Oct 21
09:50 Contract signed for Phase 2 of the Bagayevsky hydrosystem construction project
09:35 Crude oil market sees downward price correction
09:18 LR Digital Twin approval for Samsung Heavy Industries
09:09 Baltic Dry Index as of October 20
08:01 Aker Solutions wins FEED for Wisting FPSO

2021 October 20

18:51 Intellian and Inmarsat launch industry’s newest FleetBroadband terminals
18:31 Oceangate’s 2021 titanic survey expedition connected by Inmarsat satellite communications
18:11 P&O Ferries launches comprehensive Customs Clearance Service
17:46 Kongsberg launches new Kognifai Marketplace
17:06 Rolls-Royce plans to partner the Indian Navy for its ‘Fleet of the Future’
16:35 MAN Energy Solutions signs MoU with Mitsui E&S and Mitsui O.S.K.
16:23 “K” LINE successfully separates and captures CO2 from exhaust gas in world’s first CO2 capture plant on vessel
16:02 Seanergy Maritime announces acquisition of its 17th Capesize vessel
15:44 Rates for container transportation expected to decrease in 2022
15:25 ENI and Fincantieri sign an agreement for initiatives to support the energy transition
15:02 Wärtsilä and Solvang to collaborate on retrofitting carbon capture and storage system on Clipper Eos
14:20 Port of Rotterdam appoints Allard Castelein for a third term
13:52 Kawasaki Heavy Industries announces delivery of bulk carrier BBG GUILIN