Terex Corporation · NYSE:TEX
Terex — Merger or Acquisition (May 2011)
18 slides from Terex's merger presentation, May 3, 2011
Slide 1: Public Tender Offer for Demag
)TEREX CORPORATION Public Tender Offer for DEMAG May 2, 2011
Slide 2: Disclaimer
Disclaimer rey TEREX | CORPORATION This presentation covers only certain aspects of the envisaged takeover offer. Investors and shareholders of Demag Cranes AG are therefore strongly advised to read the offer document as soon as itis published, since the offer will be solely governed by the terms an
Slide 3: Tender Offer Summary
Tender Offer Summary x] TEREX CORPORATI = €41.75 per share all-cash public tender offer for 100% of the share capital of Demag Cranes AG = Implied equity value and enterprise value of €884 million ($1,314 million®) and €1,038 million ($1,543 million) Premium = 40.8% premium to pre-rumor share price®
Slide 4: Key Investment Considerations
Key Investment Considerations STE REX | CORPORATION Manufacturing: Specialized machinery or industrial products Platform company — Leader in its business - Globally diversified revenues Diversification: Non-construction end markets — 30% of combined companies’ revenues will be driven by non-construc
Slide 5: Overview of Demag's Products and Services
Overview of Demag’s Products and Services x] TEREX - CORPORATI DEMAG [CRANES AG] CY2010 Sales $1417m CY2010 EBITDA® = $117m ~— (Margin: 8.2%) CY2010 Employees 5,802 CY2010EBIT® ——$85m_~—_(Margin: 6.0%) Industrial Cranes Port Technology Sales: $649m Sales: $304m Sales: $464m EBITDA: $21m (Margin: 3.3
Slide 6: Product Category Enhancement
Product Category Enhancement xx] TEREX CORPORATI TEREX. + DEMAG = TEREX.| DEMAG Aerial Work Platforms Construction Cranes Materials Processing ><| ><] ><] ><] ><| ><] ><} ><] Port Equipment Straddle Carriers Reach Stackers Mabile Gantry Cranes Ship to Shore Cranes Mabile Harbor Cranes @ x Automated
Slide 7: Diversified Enterprise — Products
Diversified Enterprise — Products TEREX. Port Equipment 8% Materials Processing 12% Port Tech. 21% | Industrial == Cranes 46% Services 33% Cranes 32% Construction 28% Aerial Work Platforms 28% $4,418m $1,417m®) (cy 2010) (cy 2010) Source: Company information (@) Based on the current USB rate of 1 48
Slide 8: Diversified Enterprise - Geography
Diversified Enterprise - Geography Germany Rest of Europe $4,418m (cy 2010) Source: Company information (@) Based on the current €US§ rate of 1.486. TEREX. DEMAG North America 12% ‘Germany 20% Rest of Europe 30% $1,417) (cy 2010) i) TEREX | CORPORATI DEMAG TEREX, Germany 10% Rest of Europe 26% $5,83
Slide 9: Profitable Through the Cycle
Profitable Through the Cycle Demag Cranes AG (Calendar Year) 2,100 $1,839 $1417 2005 2006 2007 mmRevenue “EBITDAMagn® [ EPs®) Source: Company information 2008, 2009 2010 CORPORATION 180% 150% 120% 90% 60% 30% 00% UIGW YOLIES Notes: 1.486 curent US$ rate applied to all periods; 2011 estimated based o
Slide 10: Transaction Highlights
Transaction Highlights xx] TEREX | CORPORATION Creates a ~$670m sales (2010) port equipment business with the broadest product offering in the market Brings a focused service business with 222 locations globally — Strength in customer responsiveness Significant exposure to rapidly growing developing
Slide 11: Transaction Highlights (cont'd)
Transaction Highlights (cont'd) xx] TEREX CORPORATI = Intended offer price multiple versus historical valuation Demag EBITDA Valuati les 407% | F : Intended Offer Price Average ShaePiee” Since IPO Sources: Datastream, BES, Company information Note: Includes Demag's perision and sinilar abigetions as
Slide 12: Global Resources and Enhanced Size
Global Resources and Enhanced Size xx] TEREX CORPORATION = Astandalone Demag Cranes is small compared to major competitors such as Konecranes, Cargotec and Liebherr = Combination with Terex creates a larger multinational company with global scope antly Enhanced Scale $1,417m@ $5,835m $4,418m || DEMA
Slide 13: Strong Cultural Fit
Strong Cultural Fit ras TEREX | IRPORATION = Terex | Demag shares a common corporate heritage with Demag Cranes AG Terex in Europe Terex in Germany 2010 Revenue of $1,354m (31% of total) = 2010 Revenue of $313m (7% of total) = Over half of total headcount (ex. China) located in = Approximately a qua
Slide 14: Experienced Acquiror
Experienced Acquiror ORPORATION = Acquisitions played a key role in creating Terex as it is defined today — ~90% of today's enterprise acquired between '95 and '09 i] TEREX | = Terex has invested approximately $2.8 billion in over 40 strategic acquisitions since 1994 resulting in 15.8% compound annu
Slide 15: Terex's Success with Demag Mobile Cranes
Terex’s Success with Demag Mobile Cranes jpgj TEREX Expansion and investment in workforce Strong growth of business - US$360m in 2001 to US$909m in 2010 Develo, leader Investment in Production and R&D facilities CORPORATION pment to world in mobile lifting Significant growth and investment in operat
Slide 16: Growth Comparison of Terex Demag Mobile Cranes to Demag Cranes AG
Growth Comparison of Terex Demag Mobile Cranes to Demag Cranes AG xx] TEREX CORPORATION = 6-year indexed revenue growth comparison 200% 190% 160% 156% = 0% 136% 136% g 122% ZB 120% 115% é 106% 100% 100% 5 100% 2 = ec me z £ = 0% = 40% 20% O% cy2004 ¥2005 ¥2006 G¥2007 Gyz010 = Terex Demag Mobile Cran
Slide 17: Combined Terex-Demag Cranes AG Capitalization
Combined Terex-Demag Cranes AG Capitalization (est.) CORPORATI SB] TEREX Terex Terex (Sin millions) 31-Mar-2011 Post-Transaction Consolidated Capitalization® Cash and Marketable Securities $1,004 $491 Bank Revolver = mi Bank Term Debt = 750 Senior Notes 294 294 Senior Subordinated Notes 800 800 Conv
Slide 18: Summary
Summary SB] TEREX CORPORATION = Excellent business with history of profitability through the cycle Significant opportunity to enhance developing market growth Creates premier global port equipment franchise Provides balance to deep construction cyclicality Proposed offer attractive to both companies