Cargotec has decided to complete the partial demerger of Cargotec; trading in Kalmar’s class B shares is expected to commence on 1 July 2024
CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 26 JUNE 2024 AT 1:00 P.M. (EEST)
Cargotec has decided to complete the partial demerger of Cargotec; trading in Kalmar’s class B shares is expected to commence on 1 July 2024
The Board of Directors of Cargotec Corporation (“Cargotec”) has today decided to notify the Finnish Trade Register of the completion of the partial demerger of Cargotec (the “Demerger”) so that the completion of the Demerger would be registered on 30 June 2024. Cargotec announced on 1 February 2024 the approval of a demerger plan concerning the Demerger (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 a new Kalmar Corporation (“Kalmar”). The Annual General Meeting of Cargotec held on 30 May 2024 resolved on the Demerger in accordance with the Demerger Plan.
Upon the completion of the Demerger, the shareholders of Cargotec shall receive as demerger consideration one (1) new share of the corresponding share class (i.e., class A or class B) in Kalmar (the “Demerger Consideration Shares”) for each class A and class B share owned in Cargotec. No demerger consideration shall be issued to any treasury shares held by Cargotec. The total number of Kalmar shares issued as demerger consideration is expected to be 64,324,118 shares. The total number of Kalmar shares would therefore be 9,526,089 class A shares and 54,798,029 class B shares. The Kalmar shares will be registered in the book-entry accounts of Cargotec’s shareholders on or about 1 July 2024.
Provided that the completion of the Demerger will be registered with the Finnish Trade Register on 30 June 2024, a trade made on the stock exchange in Cargotec’s share on 28 June 2024 at the latest entitles to receive Demerger Consideration Shares, while a trade in Cargotec’s share on 1 July 2024 or thereafter will no longer entitle to receive Demerger Consideration Shares. All trades in Cargotec’s shares made on 28 June 2024 at the latest, which have not been settled by said date, will be settled in a way that investors who have acquired Cargotec’s shares by such trades will receive both Cargotec’s and Kalmar’s shares at settlement.
As previously announced, Cargotec filed on 12 June 2024 a listing application with Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) to list Kalmar’s class B shares on the official list of Nasdaq Helsinki. Trading in Kalmar’s class B shares is expected to commence on 1 July 2024 under the share trading code “KALMAR”. The ISIN code of Kalmar’s class B shares will be FI4000571054.
In connection with the decision on the completion of the Demerger, the Board of Directors of Cargotec has confirmed the appointment of the Leadership Team of Kalmar upon the completion of the Demerger as follows:
- Sami Niiranen, President and CEO
- Sakari Ahdekivi, Chief Financial Officer
- Carina Geber-Teir, SVP, IR, Marketing & Communications
- Francois Guetat, SVP, Integrated Supply Chain
- Mathias Höglund, SVP, Human Resources
- Tommi Pettersson, SVP, Strategy, Sustainability & Technology
- Marika Väkiparta, SVP, Transformation
- Alf-Gunnar Karlgren, President, Counter Balanced
- Thor Brenden, President, Terminal Tractors
- Arto Keskinen, President, Horizontal Transportation
- Shushu Zhang, President, Bromma
- Thomas Malmborg, President, Services
- Ulla Bono, SVP, General Counsel.
In connection with the completion of the Demerger and in accordance with the Demerger Plan, the share capital of Cargotec will decrease from EUR 64,304,880.00 to EUR 20,000,000.00, and the share premium reserve of Cargotec will dissolve.
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
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 2.0 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 Kalmar’s demerger and listing prospectus dated 22 May 2024. 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 Kalmar’s demerger and listing prospectus dated 22 May 2024, for a more complete discussion of the risks and factors that could affect us, the Demerger and/or Kalmar.