Terex Corporation · NYSE:TEX
Terex — Merger or Acquisition (May 2016)
11 slides from Terex's merger presentation, May 19, 2016
Slide 1: Sale of Material Handling & Port Solutions to Konecranes
J TEREX CORPORATION Sale of Material Handling & Port Solutions to Konecranes May 16, 2016
Slide 2: Forward-Looking Statements & Non-GAAP Measures
Forward-Looking Statements & Non-GAAP Measures res TEREX CORPORATIO This presentation contains forward-looking information regarding future events or the Company's future financial performance based on the current expectations of Terex Corporation. in addition, when included in this presentation, th
Slide 3: Transaction Summary
Transaction Summary kes TEREX CORPORATION m= Terex and Konecranes have mutually agreed to terminate the Business Combination Agreement (“BCA”) m= Terex and Konecranes have entered into an agreement to sell Terex’s Material Handling & Port Solutions (“MHPS”) business to Konecranes for ~$1.3 billion i
Slide 4: Strategic Rationale
Strategic Rationale TEREX = Preserves the strategic logic and synergies of the “merger of equals” Creates global leader in Industrial Lifting & Port Solutions with family of leading brands Generates significant value creation through realization of operational synergies Enables Terex to participate
Slide 5: Terex Without MHPS
Terex Without MHPS LTM March 31, 2016 Segment Sales mAWP. 11% Cranes uMP Construction LTM March 31, 2016 Geographic Sales North America wa Western Europe Asia / Pacific LATAM Other iT ‘Total Net Sales Income from Operations 346 % of Sales 7.0% Net Debt 737 Net Debt / EBITDA 1.8x “Assumes after-tax c
Slide 6: Moving Forward
Moving Forward i) TERE CORPORATION CL m= Develop Execute to Win business system = Improve our cost structure = Invest in the business through the cycle = Maximize value for our shareholders
Slide 7: Questions?
Questions? EITEREX CORPORATION
Slide 8: Appendix
Appendix EITEREX CORPORATION
Slide 9: Key Transaction Terms
Key Transaction Terms xx] TEREX - Structure Ownership Governance Shares Transaction Benefits Conditions/ Timing CORPORATI! = Terex to sell its MHPS business on a cash free and debt free basis in exchange for $820 million in cash and 19.6 million newly issued Konecranes shares = Transaction valued at
Slide 10: EBITDA
EBITDA Operating Income, As Reported: ‘Terex Continuing Operations Operating Income Adjustments: Terex Continuing Operations Operating Income, As Adjusted: Terex Continuing Operations Operating Income, As Adjusted Without MHPS: MHPS Operating Income, As Adjusted ‘Terex Continuing Operations Without
Slide 11: Debt and Net Debt
Debt and Net Debt FE] TEREX - CORPORATION USD Millions Debt is calculated using the Condensed Consolidated Balance Sheet amounts for Notes payable and current portion of long-term debt plus Long-term debt, less current portion. Net Debt is calculated as Debt less Cash and cash equivalents. These mea