PROPOSED MERGER BETWEEN CARGOTEC CORPORATION AND KONECRANES PLC

Case type: MRR Form 1 (Regular) Case Parties: CARGOTEC CORPORATION/KONECRANES PLC Published: 30 Dec. 2021

1. This notification to the Federal Competition and Consumer Protection Commission (the Commission) relates to the proposed merger between Cargotec Corporation (Cargotec) and Konecranes Plc (Konecranes) (both referred to as the Merging Parties) (the Proposed Transaction).

2. Cargotec is a Finnish public limited liability company incorporated in Helsinki, Finland, with company registration number 1927402-8 and having its registered office address at Porkkalankatu 5, 00180 Helsinki, Finland. Cargotec offers many kinds of material flow solutions ranging from container handling equipment (manual and automated) to engineering solutions for the maritime industry.

3. Konecranes is a Finnish public limited liability company incorporated in Hyvink, Finland, with company registration number 0942718-2 and having its registered office address at Koneenkatu 8, 05830 Hyvink, Finland. Konecranes is specialised in lifting solutions for various applications. It offers material handling solutions for general manufacturing and process industries, container handling equipment and respective automation solutions.

4. The Proposed Transaction involves the combination of Cargotec and Konecranes pursuant to the Combination Agreement entered into by Cargotec and Konecranes on 1 October 2020 (Combination Agreement) as well as the Merger Plan approved by the respective extraordinary general meetings of the Merging Parties on 18 December 2020. The Proposed Transaction will be implemented by way of a statutory absorption merger under Finnish law where all assets and liabilities of Konecranes are transferred without a liquidation procedure to Cargotec (Merged Entity) in consideration for newly issued Cargotec shares. As a result of the Proposed Transaction, Konecranes will automatically dissolve.

5. Prior to or in connection with the completion of the Proposed Transaction, Cargotec will conduct a rights issue of its shares without payment by its shareholders in proportion to their existing shareholding for the purpose of enabling the issuance of the merger consideration under the Merger Plan. Upon completion, Konecranes shareholders will receive 0.3611 new class A shares and 2.0834 new class B shares in Cargotec for each share they hold in Konecranes on the record date. As a result of the merger, Konecranes and Cargotec shareholders will each own approximately 50% of the shares and votes of Merged Entity.

6. The Merging Parties both operate in the container handling industry. The Proposed Transaction will not give rise to any horizontal or vertical competition concerns neither will it give rise to substantial prevention or lessening of competition in the container handling sector in Nigeria. In addition, the Proposed Transaction cannot result in negative effects on employment in Nigeria as the Merging Entities do not have any employees in Nigeria.

7. The proposed combination of Cargotec and Konecranes is complementary and value-creating from geographical, product and services offering, employee, customer, and shareholder perspectives. The proposed combination of Cargotec and Konecranes is expected to unlock value for shareholders of the Merged Entity.