(Munich, August 14, 2007) Neuson Kramer Baumaschinen AG, headquartered in Linz (Austria), has submitted a report today detailing the preliminary results for the first half of fiscal year 2007/2008 (February 1 - July 31) to Wacker Construction Equipment AG. The report reveals that the company has continued to build on the positive results from the first quarter and that group-wide sales and profit (Expenditure Format) are up on the same period last year.
Strong demand for Neuson Kramer Baumaschinen AG products pushed preliminary group-wide sales up 30.3 percent from EUR 138.9 million for the same period last year to EUR 181.0 million. Preliminary figures for profit before interest and tax (EBIT) rose by 45.2 percent to EUR 36.0 million (previous year: EUR 24.8 million).
As previously announced, Wacker Construction Equipment AG and Neuson Kramer Baumaschinen AG aim to conclude an agreement to merge in summer 2007. Both parties have reached an agreement regarding the main terms of the contract, which is scheduled to be signed within the coming weeks. The merger is aimed to be executed during October 2007.
The merger will most likely take place through the transfer of shares in Neuson Kramer Baumaschinen AG by the shareholders of the same to Wacker Construction Equipment AG in exchange for anticipated 19,140,000 new shares (capital increase through contributions in kind).
Furthermore, the Neuson Kramer Baumaschinen AG majority shareholders will transfer part of their shares to Wacker Construction Equipment AG in exchange for 4,349,961 treasury shares in Wacker Construction Equipment AG and a cash payout. The new additional cash settlement will amount to EUR 6 million. The contribution ratio stated in the Memorandum of Understanding remains unchanged. Aside, the shareholders of Neuson Kramer Baumaschinen AG will be entitled to an extra dividend of up to EUR 12.1 million in total from Neuson Kramer Baumaschinen AG funds prior to the merger.
This arrangement acknowledges the strong sales and profit growth prospects enjoyed by Neuson Kramer Baumaschinen AG, which could not be accurately predicted at the time the Memorandum of Understanding was signed (March 30 / April 11, 2007).
A resolution to change the legal form of Wacker Construction Equipment AG to a Societas Europaea ("SE"), and consequently the company name to "Wacker Neuson SE", will be proposed at the next Annual General Meeting for Wacker Construction Equipment AG (currently scheduled for the start of June, 2008). The relocation of the company's seat to Austria is not intended for the time being. This move will be open to further discussion if the tax environment in Austria changes to the disadvantage of the majority Austrian shareholders
Additional information about the Wacker Construction Equipment AG shares: ISIN: DE000WACK012 WKN: WACK01 Listing requested: Official Market / Prime Standard; Frankfurt Stock Exchange Registered office of the company: Germany
Contact: Wacker Construction Equipment AG Imre Szerdahelyi Head of Corporate Communication Preußenstr. 41 80809 Munich Germany Tel. + 49 - 89 - 354 02 - 251 E-Mail: [email protected] Internet: www.wackergroup.com
Disclaimer:
This publication constitutes neither an offer to sell nor an invitation to buy securities.
This document does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. The shares in Wacker Construction Equipment AG (the "Shares") may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. It is not intended to register any Shares in the United States or to conduct an offering of Shares in the United States.
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Wacker Construction Equipment AG Preußenstr. 41 München Deutschland
WKN: WACK01; ISIN: DE000WACK012; Listed: Amtlicher Markt in Frankfurter Wertpapierbörse, Prime Standard in Frankfurter Wertpapierbörse;