Terex Corporation Agrees to a Recommended Offer to Acquire Powerscreen International PLC.WESTPORT, Conn.--(BUSINESS WIRE)--June 15, 1999-- Terex Corporation (NYSE NYSE See: New York Stock Exchange : TEX (tai epsion chi) A typesetting language developed by Stanford professor Donald Knuth that is noted for its ability to describe elaborate scientific formulas. Pronounced "tek" or the guttural "tekhhh" (the X is the Greek chi, not the English X), TeX is widely used for mathematical book ) today announced that it has agreed with the Board of Directors of Powerscreen International plc on the terms of a recommended cash offer to acquire all of the issued and to be issued ordinary share capital of Powerscreen International plc for a total consideration of 195.0 pence pence n. Chiefly British A plural of penny. pence Noun a plural of penny USAGE: Since the decimalization of British currency and the introduction of the abbreviation p, per share (approximately $3.17 per share), valuing the entire issued capital of Powerscreen at approximately (pound)181 million (approximately $294 million). The acquisition of Powerscreen will be fully financed by new banking facilities provided by Credit Suisse First Boston Credit Suisse First Boston was originally the trading name of the Financière Crédit Suisse-First Boston, a London-based 50-50 investment banking joint venture formed in 1978 between the First Boston Corporation and Credit Suisse. and Dresdner Bank Dresdner Bank AG is one of Germany's largest banking corporations and is based in Frankfurt. History 19th century Dresdner Bank was established on 12 November 1872 through the conversion of financial institution Michael Kaskel. AG. Powerscreen International plc is one the world's leaders in the manufacturing and marketing of screening and crushing crushing deaths of newborn animals, especially those in litters, caused by the mother lying on them accidentally. Contributed to by weakness of the neonate or awkward accommodation. A problem in piglets and puppies. Called also overlying. equipment for the quarrying quarrying, open, or surface, excavation of rock used for various purposes, including construction, ornamentation, road building, and as an industrial raw material. Rock that has been quarried is commonly called stone. , construction and demolition industries. Powerscreen is headquartered in Dungannon, Northern Ireland Northern Ireland: see Ireland, Northern. Northern Ireland Part of the United Kingdom of Great Britain and Northern Ireland occupying the northeastern portion of the island of Ireland. Area: 5,461 sq mi (14,144 sq km). Population (2001): 1,685,267. . The transaction is subject to normal regulatory approvals and is expected to close in the third quarter of 1999. Commenting on the offer, Ronald M. DeFeo, Terex's Chairman and Chief Executive Officer, said, "We are very pleased to have reached an agreement with Powerscreen on the terms of an offer. Powerscreen provides Terex with leading market positions in the markets for screening, crushing and material handling equipment and significantly extends the range of products we are able to offer our customers. For the fiscal year ended March 31, 1999, Powerscreen reported sales of approximately $365 million and an operating margin Operating Margin A ratio used to measure a company's pricing strategy and operating efficiency. Calculated by: of 11%. Powerscreen has historically been profitable and we expect this acquisition to be accretive to Terex's earnings in 1999, with additional benefits expected from the integration of the businesses. We expect substantial cost savings over the next six months as we integrate these businesses with Terex." Mr. DeFeo continued, "The acquisition of Powerscreen is an excellent fit with Terex's strategy of extending both the product type and geographic range of our customer offerings. The majority of Powerscreen's products are marketed to customers engaged in mining and construction activity, markets we already serve. These products are also sold through distribution channels that complement Terex's existing distribution network. Powerscreen will broaden the strategic position of Terex Earthmoving, Terex Lifting and our emerging light equipment business. We expect to integrate the screening and crushing businesses with Terex Earthmoving, the material handling business with Terex Lifting, and Benford light equipment business with our recent Terex Amida acquisition." Powerscreen manufactures screening and crushing equipment in the United Kingdom, the Irish Republic and the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . It also manufactures and markets mobile and static screening equipment used for sorting and grading sand and gravel in quarries Quarries may refer to:
landfill site n → centre m d'enfouissement des déchets landfill site land n . Crushing equipment is used for processing rock into sand, and gravel and construction waste into re-useable materials. The screening and crushing equipment business represented approximately 60% of Powerscreen's fiscal 1999 revenues. The remaining 40% of revenues were generated by the sale of truck-mounted material handlers handlers persons involved in the handling of, for example, circus animals. Includes grooms, milkers, herdsmen, strappers. Used mostly in referring to persons handling animals for show or auction. , dumper trucks, compaction equipment and mixers. For the year ended March 31, 1999, Powerscreen International plc reported from continuing operations continuing operations Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the under U.K. GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). , turnover of (pound)225.1 million, operating profit Operating profit (or loss) Revenue from a firm's regular activities less costs and expenses and before income deductions. operating profit See operating income. of (pound)25.2 million, net debt of (pound)4 million and shareholder funds of (pound)50.5 million. Terex Corporation is a diversified diversified (di·verˑ·s global manufacturer based in Westport, Connecticut Westport is a coastal town in Fairfield County, Connecticut, in the United States. The 2004 population estimate was 26,644. The town is as affluent as other expensive Fairfield County towns, boasting a per capita income of more than $70,000. , with 1998 revenues in excess of $1.2 billion. Terex is involved in a broad range of construction and mining-related capital equipment operating in two segments - Terex Earthmoving and Terex Lifting. Terex Earthmoving manufactures and sells heavy-duty off-road trucks and high-capacity surface mining trucks under the brand names of Terex, Unit Rig and Payhauler, as well as large hydraulic mining a system of mining in which the force of a jet of water is used to wash down a bank of gold-bearing gravel or earth. See also: Hydraulic shovels under the brand name O&K. Terex Lifting manufactures and sells telescopic tel·e·scop·ic adj. 1. Of or relating to a telescope. 2. Seen or obtained by means of a telescope: telescopic data. 3. mobile cranes A mobile crane is a crane device traveling over rubber-tired wheels. The rubber tires are used to transport the crane from one place to the other. The wheel system is similar to the one used in an airplane's landing system. , lattice (theory) lattice - A partially ordered set in which all finite subsets have a least upper bound and greatest lower bound. This definition has been standard at least since the 1930s and probably since Dedekind worked on lattice theory in the 19th century; though he may not boom cranes, tower cranes, aerial work platforms An aerial work platform (AWP) is a mechanical device used to provide temporary access for people or equipment to inaccessible areas, usually at height. AWPs may also be known as a lift table, lift platform or cherry picker. , utility aerial devices, telescopic material handlers and truck mounted cranes, and related products, under the brand names Terex, Lorain, PPM, P&H, Marklift, Koehring, Bendini, Simon, RO, Telelect, Square Shooter square shooter n. Informal One who is honest, forthright, and fair. Noun 1. square shooter - a frank and honest person straight arrow, straight shooter good person - a person who is good to other people , Holland Lift, American, Italmacchine, Peiner and Comedil. Certain information in this announcement includes forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. regarding future events or the future performance of the Company that involve certain contingencies and uncertainties. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual events or performance to differ materially from those reflected in such forward-looking statements. Such risks and uncertainties, many of which are beyond the Company's control, include, among others: the ability of the Company to successfully integrate new businesses; the ability of suppliers to provide components on a timely basis; the effects of changes in laws and regulations; the effect of interest rates, government spending Government spending or government expenditure consists of government purchases, which can be financed by seigniorage, taxes, or government borrowing. It is considered to be one of the major components of gross domestic product. and general economic conditions on construction and mining activity; the national and international political climate; and other factors, risks and uncertainties set forth in more detail in the Company's public filings. Actual events or performance may differ materially from any forward-looking statement due to these and other risks, uncertainties and significant factors. -0-
Terex Corporation
Fact Sheet
Overview:
o Terex Corporation is a diversified global manufacturer of a broad
range of Lifting and Earthmoving equipment for the construction,
infrastructure and surface mining industries. Terex's products
are manufactured in 21 manufacturing operations in the United
States and Europe and are marketed in more than 50 countries.
o Over the past three years, the Company has been growing at a
compounded annual growth rate (CAGR) of 35% from $501 million of
revenues in 1995 to $1.23 billion in 1998. The Company's
operating profit in the same time period has grown from $12.8
million in 1995 to $122.0 million in 1998, a CAGR of 112%.
o This very rapid growth rate has been supported by an aggressive
acquisition strategy. Since 1995, Terex has invested
approximately $460 million (excluding today's announcement) in 11
strategic acquisitions.
o Terex has the number 1 position in the US, French, Italian, and
Spanish crane markets. The Company also has the number 1 market
position in large hydraulic excavators. The Company currently has
the number 1 position in surface mining trucks and the number 3
position in off-highway rigid and articulated trucks. In fact,
over 50% of Terex's revenues are generated by product lines where
the Company has either the number one or number two-market share
position.
o With expected 1999 revenues in excess of $1.6 billion, Terex
Corporation derives approximately 50% of its revenues from North
America, 35% from Europe and the remaining 15% from other parts
of the world.
o Terex's cost of capital is approximately 9% on a pre-tax basis,
while its return on invested capital over the past two years has
been in excess of 20%. This has resulted in a substantial amount
of economic value being created, which has led to a substantial
increase in Terex's stock price.
o Over the past five years (1993-1998), Terex has been one of the
best performing machinery stocks in the industry. One hundred
dollars invested in Terex Corporation on January 1, 1993 would
have amounted to $451.5 by December 31, 1998 vs.
$294.9 for the S&P 500 and $192.3 for Terex's peer group.
Summary:
Financial (year ended December 31, 1998)
Total revenues $1,233 million
Operating profit $122 million
Earnings per share $3.25 (from continuing operations)
Market capitalization $693 million (as of June 14, 1999)
Stock:
Symbol: TEX
Traded on the New York Stock Exchange (NYSE).
22.5 million shares, fully diluted, as of March 31, 1999.
Geographic location of Terex's manufacturing operations:
China (joint venture) Italy
England The Netherlands
France Scotland
Germany The United States
Ireland
Employees:
4,122 as of June 1, 1999
Management:
Ronald M. DeFeo, Chairman and Chief Executive Officer
Fil Filipov, President, Terex Lifting
Ernest R. Verebelyi, President, Terex Earthmoving
Joseph F. Apuzzo, Vice President, Corporate Finance
Headquarters:
Terex Corporation
500 Post Road East
Suite 320
Westport, CT 06880
Tel: (203) 222-7170
Fax: (203) 222-7976
www.terex.com
Contacts for Investors and Media:
Jack Lascar, Vice President (203) 222-5943
Elizabeth Gaal, Associate (203) 222-5942
-0-
Powerscreen International
Fact Sheet
Overview:
o Powerscreen International is one of the world's leading
manufacturers and distributors of mobile screening and crushing
equipment for quarrying and recycling industries, with strong
brand names in materials handling such as Moffett and Benford.
o Powerscreen's products are manufactured in parallel locations in
the U.K., Ireland and the United States and are marketed in more
than 40 countries through a wide independent distribution chain
of over 100 distributors.
o Screening equipment is used for grading sand and gravel in
quarries, and waste recycled materials in landfill sites.
Crushers are largely used for processing rock into sand and
gravel, together with turning construction waste into re-useable
sub base materials. Moffett specializes in truck-mounted
forklifts for a variety of industries including building
materials, beverage and poultry industries. Benford is a U.K.
market leader in the manufacture and distribution of dumpers and
compaction equipment.
o Moffett Mounty truck-mounted forklift holds a dominant 50% share
of the world market, while Benford has a substantial share of the
dumper and compaction market and are looking to expand more this
year into the U.S. market.
o With fiscal year 1999 revenues of $365 million, Powerscreen
derives 50% of its revenues from Europe, 39% from North America
and 11% from the rest of the world.
Summary:
Financial (year ended March 31, 1998)
Total revenues $366 million
Operating profit $40.6 million
Earnings per share $0.41
Market capitalization $255 million
Stock:
Symbol: PSI
Traded on the London Stock Exchange (LSE) and Dublin Stock Exchange
(DSE) 93 million shares, fully diluted, as of March 31, 1999
Geographic location of Powerscreen's manufacturing operations:
England
Irish Republic
Ireland
United States
Wales
Employees:
2,128 as of June 1, 1999
Management:
John E. Craig, Chairman
B. Kearney, Chief Executive Officer
Hubert J. Watson, Chief Operating Officer
John F. Kennerley, Group Finance Director
Headquarters:
207 Coalisland Road
Dungannon
CountyTyrone
Northern Ireland, BT71 4DR
Tel: 44 1 868 740701
Fax: 44 868 748 816
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