Inside information: The Board of Directors of Cargotec has approved a demerger plan concerning the separation of Kalmar into a new listed company

CARGOTEC CORPORATION, INSIDE INFORMATION, 1 FEBRUARY 2024 AT 9:05 AM (EET)

Inside information: The Board of Directors of Cargotec has approved a demerger plan concerning the separation of Kalmar into a new listed company

Highlights

• Cargotec’s Board of Directors has approved a demerger plan concerning the separation of Kalmar into an independent listed company.
• The Demerger is subject to approval by the AGM of Cargotec to be held on 30 May 2024.
• The planned completion date of the Demerger is 30 June 2024.
• The demerger and listing prospectus, which is expected to be published by Cargotec in May 2024 before the AGM, will contain more detailed information on the Demerger and Kalmar.
• Certain major shareholders of Cargotec have indicated their support for the proposed Demerger.

The Board of Directors of Cargotec Corporation (“Cargotec”), having assessed the strategic alternatives for Cargotec’s core businesses Kalmar and Hiab, has approved a demerger plan concerning a partial demerger of Cargotec. According to the demerger plan, Cargotec will demerge so that all assets, debts and liabilities of Cargotec relating to the Kalmar business area or mainly serving the Kalmar business area of Cargotec are transferred to a new company named Kalmar Corporation (“Kalmar”) to be incorporated in the demerger (the “Demerger”). An application is intended to be made to admit the class B shares of Kalmar for trading on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”). After the completion of the Demerger, Kalmar would initially have the same ownership structure as Cargotec, and there would not be any cross-ownership between Cargotec and Kalmar.

The Hiab business area of Cargotec would in the Demerger remain with the current company. As announced by Cargotec on 14 November 2022, MacGregor, which is currently one of the three business areas of Cargotec, will not be part of Cargotec’s portfolio in the future. Therefore, in parallel, Cargotec’s focus remains to continue looking for a solution for MacGregor during 2024. 

Strategic rationale for the Demerger

The Board of Directors of Cargotec has estimated that the separation of Kalmar from Cargotec could unlock shareholder value by allowing both businesses to pursue sustainable profitable growth opportunities independently. The aim of the transaction is to create two focused world-leading listed companies: 

• Kalmar, a technology forerunner in container handling and heavy logistics with strong market positions, geared to grow by making the industry electrified and more sustainable.
• Hiab, an industry pioneer in on-road load handling with a strong track record of profitable growth and attractive M&A potential.

Based on the Board of Directors’ assessment, the partial demerger would be expected to improve the business performance of Kalmar and Hiab through higher agility, decisiveness and stronger management focus. In addition, as two standalone businesses, the companies are positioned to achieve faster organic and inorganic growth thanks to a more tailored capital allocation strategy and flexible access to external capital. 

The Board of Directors believes the transaction would increase the attractiveness of the companies and facilitate their fair valuation. Furthermore, the separation would improve the governance and simplify the structures of the entities and provide greater transparency and accountability.

“The planning and evaluation of the demerger has progressed well. The Board of Directors with the support of certain major shareholders, has after careful consideration decided to propose the separation of Kalmar from Cargotec by means of partial demerger to increase shareholder value,” says Jaakko Eskola, Cargotec’s Chair of Board.

Overview of the Demerger

The Demerger would be executed in accordance with the attached demerger plan as a partial demerger, as set out in the Finnish Companies Act (624/2006, as amended) (the “Finnish Companies Act”). The shareholders of Cargotec shall receive as demerger consideration one new share of the corresponding share class (i.e., class A or class B) of Kalmar for each class A and class B share owned in Cargotec (the “Demerger Consideration”), that is, the Demerger Consideration shall be issued to the shareholders of Cargotec in proportion to their existing shareholding with a ratio of 1:1. There shall be the corresponding two share classes in Kalmar as in Cargotec, i.e., class A and class B, which will carry the same voting and dividend rights as class A and class B shares in Cargotec, respectively. No action would be required from the shareholders to receive the Demerger Consideration. 

The completion of the Demerger is subject to, among other things, approval by the General Meeting of Cargotec and the registration of the completion of the Demerger with the Finnish Trade Register following the creditor hearing process pursuant to the Finnish Companies Act. 

The Board of Directors of Cargotec intends to propose to the shareholders of Cargotec that the shareholders resolve on the Demerger in Cargotec’s 2024 Annual General Meeting (the “AGM”) on 30 May 2024. The AGM shall resolve on the Demerger and other Board proposals based on the demerger plan. The Board of Directors of Cargotec will separately publish a notice to the AGM at a later stage.
The planned completion date of the Demerger pursuant to the demerger plan is 30 June 2024. The trading in the class B shares of Kalmar on Nasdaq Helsinki is expected to commence on or about 1 July 2024. Starting from the first quarter of 2024, Cargotec presents the Kalmar business area as discontinued operations in its financial reporting in accordance with the IFRS 5 standard. The Board of Directors of Cargotec may resolve not to complete the Demerger if it considers that the completion would no longer be in the best interests of Cargotec and its shareholders due to a change in circumstances that has occurred or arisen after the demerger plan has been signed.

Financing arrangements 

In its preparations for the Demerger, Cargotec has secured sufficient financing for the demerging businesses, subject to customary conditions. In order to facilitate the Demerger process, Cargotec also intends to seek certain consents, waivers and amendments with respect to its in aggregate EUR 250 million unsecured bonds maturing in 2025 and 2026 and certain Schuldschein loans. Prior to the completion of the Demerger, Cargotec intends to redeem its EUR 100 million unsecured bonds maturing in March 2024. If consents are received, Cargotec’s loan portfolio will consist of EUR 250 million of unsecured bonds and EUR 25 million of Schuldschein loans. In addition, Cargotec has received a consent from the current lenders to keep the current revolving credit facility of EUR 330 million. The current term loans of EUR 300 million will be transferred to Kalmar. In addition, Kalmar will have EUR 150 million of long-term revolving credit facilities.

Board of Directors and management of Kalmar

The AGM resolving on the Demerger will also elect the members of the Board of Directors of Kalmar for a term commencing upon the completion of the Demerger. [The Board of Directors of Cargotec intends to propose that Jaakko Eskola be elected as the Chair of the Kalmar Board of Directors and that Teresa Kemppi-Vasama and Tapio Kolunsarka be included among the members of the Kalmar Board of Directors. Subject to the completion of the Demerger, the intention is that Jaakko Eskola, Teresa Kemppi-Vasama and Tapio Kolunsarka would not continue as members of the Cargotec Board. The proposals regarding the respective compositions of the Cargotec and Kalmar Boards will be included in the AGM notice. 

Cargotec previously announced on 9 November 2023 that Sami Niiranen had been appointed as President of Kalmar and proposed as the new CEO of the potential separately listed standalone Kalmar. He will start as President of Kalmar on 1 April 2024. Additionally, Cargotec has also changed the composition of Kalmar’s leadership team ahead of the planned listing of Kalmar. As of 1 April, 2024, Kalmar’s leadership team will consist of 

• Sami Niiranen, President and proposed CEO; 
• Sakari Ahdekivi, CFO;  
• Carina Geber-Teir, Head of IR and Communications; 
• Francois Guetat, Head of Integrated Supply Chain;
• Mathias Höglund, Head of Human Resources starting 1 May 2024; 
• Tommi Pettersson, Head of Strategy, Sustainability and Technology; 
• Marika Väkiparta, Head of Transformation Office; 
• Alf-Gunnar Karlgren, Head of Counterbalanced; 
• Thor Brenden, Head of Terminal Tractors; 
• Arto Keskinen,  Head of Horizontal Transportation; 
• Shushu Zhang, Head of Bromma; 
• Thomas Malmborg, Head of Services; and 
• Head of Legal & Compliance, who will be selected later. 

Shareholder support

Certain major shareholders of Cargotec, including Wipunen varainhallinta oy, Mariatorp Oy, Pivosto Oy and Kone Foundation, holding in the aggregate approximately 41 percent of the shares and approximately 75 percent of the votes in Cargotec, have indicated their support for the proposed Demerger.

Advance tax ruling

Cargotec has received an advance tax ruling from the Finnish Tax Administration, according to which the Demerger will be treated as a tax neutral demerger as defined in Section 52 c of the Finnish Business Income Tax Act. Additionally, group companies of Cargotec may apply for local advance tax rulings related to the preparations of the Demerger.

Demerger and listing prospectus

The demerger and listing prospectus, which is expected to be published by Cargotec in May 2024 before the AGM resolving on the Demerger, will contain more detailed information on the Demerger and Kalmar.

Telephone conference and further information

Cargotec will arrange a live international telephone conference for analysts, investors and media today at 10:00 a.m. EET in conjunction with the 2023 results presentation. The event will be held in English.

To ask questions, please join the teleconference by registering via the following link: https://palvelu.flik.fi/teleconference/?id=10011168. After the registration, the conference phone numbers and a conference ID to access the conference will be provided. Questions can be presented during the conference.

The event can also be viewed as a live webcast at https://cargotec.videosync.fi/2023-q4. The conference call will be recorded and an on-demand version of the conference will be published at Cargotec’s website later during the day.

Cargotec also plans to arrange Capital Markets Days on 28 and 29 May 2024. Further details and invitations to the Capital Markets Days will be published at a later stage.

Cargotec Corporation
Board of Directors

For more information:

Carina Geber-Teir, Senior Vice President, Communications, tel. +358 20 777 4105

Information for investors:

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

Appendix 1: The demerger plan and its appendices

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 11,400 people. www.cargotec.com

Disclaimer
This release is not an offer of securities for sale in the United States. 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. 
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 this release.

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, 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. 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.