Demag Recommends Terex's Increased Purchase Offer

WESTPORT, CT (June 16, 2011) – Terex Corporation (NYSE: TEX) and Terex Industrial Holding AG are pleased to announce an agreement with Demag Cranes AG for a recommended offer to purchase the shares of Demag Cranes at an increased price of €45.50 per share. Terex and Demag Cranes have also entered into a business combination agreement that confirms Terex's support for the strategy of Demag Cranes and its workforce as a part of the Terex group. 

As a result, the management and the supervisory boards of Demag Cranes have publicly announced that they will jointly recommend that the Demag Cranes shareholders accept the offer.

The new offer is a 9% increase over Terex's unsolicited offer for Demag Cranes on May 2.

"We are pleased to have reached an agreement with the management of Demag Cranes that provides an excellent basis for the future joint success of Terex and Demag Cranes," said Ronald M. DeFeo, Terex chairman and chief executive officer. "Our businesses are highly complementary and the combination has compelling industrial logic for all of our collective stakeholders.

"Demag Cranes products are competitive and innovative," added DeFeo. "The company is professionally managed, with highly motivated staff, and Terex will draw on this for both Demag Crane's ongoing success and the future of Terex as a whole. We look forward to capitalizing upon our strengths and working with Demag Cranes' management and employees to continue to grow the business globally."

The increased offer of €45.50 per share represents about a 25% premium to the closing share price of €36.30 on April 29, 2011 and a 28% premium to the three-month volume-weighted average share price of €35.56 as of April 29, 2011. The new offer price further represents a 53% premium to the last undisturbed share price prior to the speculation regarding possible takeover interest in Demag Cranes of €29.65 on October 6, 2010. Terex believes the recommended offer at the increased price is very attractive to Demag Cranes' shareholders and in the best interest of both companies.

The tender offer continues to carry a minimum acceptance level condition of not less than 51% of all Demag Cranes shares outstanding. The offer period, which commenced on Thursday, May 19, 2011, has not been changed and is still set to expire on June 30, 2011 at 24:00 hours local time Frankfurt am Main / 18:00 hours local time New York.

Terex Industrial Holding AG will publish the amendment to the offer document on its website http://www.industrialholding-angebot.de and keep available copies of the amended offer document for distribution free of charge at Commerzbank AG, ZCM-ECM Execution, Mainzer Landstrasse 153, 60327 Frankfurt am Main (fax: + 49 69 136-44598). The announcement about the availability of copies of the amended offer document for distribution free of charge will be published on June 16, 2011 in the electronic Federal Gazette.

Terex Corporation is a diversified global manufacturer operating in four business segments: Aerial Work Platforms, Construction, Cranes, and Materials Processing. Terex manufactures a range of equipment for use in various industries, including the construction, infrastructure, quarrying, mining, shipping, transportation, refining, energy and utility industries. Terex offers financial products and services to assist in the acquisition of Terex equipment through Terex Financial Services. Terex uses its website to make information available to its investors and the market at www.terex.com.

Demag Cranes AG is a global supplier of industrial cranes and crane components, harbor cranes and terminal automation technology under the "Demag" and "Gottwald" brands. Services, in particular maintenance and refurbishment, are another key element of Demag Cranes' business activities.

 

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