Correction: The Finnish Financial Supervisory Authority has
approved the prospectus concerning the partial demerger of Cargotec
and listing of Kalmar
CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 23
MAY 2024 AT 1:30 PM (EEST)
Correction: The Finnish Financial
Supervisory Authority has approved the prospectus concerning the
partial demerger of Cargotec and listing of Kalmar
Cargotec Corporation corrects its stock exchange
release published on 22 May 2024, which concerned the publication
of the prospectus on the partial demerger of Cargotec and the
listing of Kalmar. The original stock exchange release erroneously
contained in the table setting forth unaudited key figures
presented on a pro forma basis a key figure called
“Interest-bearing net debt / EBITDA”. The corrected stock exchange
release, from which the erroneous key figure in question has been
removed, is included below in its entirety.
***
Cargotec Corporation
(“Cargotec”) announced on 1 February 2024 the
approval of a demerger plan concerning the partial demerger of
Cargotec (the “Demerger Plan”) according to which
all assets, debts and liabilities of Cargotec relating to the
Kalmar business area or mainly serving the Kalmar business area
shall be transferred without a liquidation procedure to Kalmar
Corporation (“Kalmar”) (the
“Demerger”), a company to be incorporated in the
Demerger. The Board of Directors of Cargotec has proposed that the
Annual General Meeting of Cargotec to be held on 30 May 2024 (the
“AGM”) would approve the Demerger Plan and resolve
upon the Demerger as set forth in the Demerger Plan. The completion
of the Demerger, which is subject to, among other things, the
approval by the AGM, is expected to be registered in the Finnish
Trade Register on or about 30 June 2024, and trading in Kalmar’s
class B shares on the official list of Nasdaq Helsinki Ltd
(“Nasdaq Helsinki”) is expected to begin on 1 July
2024 or as soon as reasonably possible thereafter.
The Finnish Financial Supervisory Authority has
today, on 22 May 2024, approved the Finnish language demerger and
listing prospectus prepared by Cargotec on behalf of Kalmar
concerning the Demerger and applying the class B shares in Kalmar
to be admitted on trading on the official list of Nasdaq Helsinki
(“Prospectus”). The Prospectus, the English
language translation thereof and the Swedish language translation
of the summary will be available on or about 23 May 2024 on
Cargotec’s website at https://www.cargotec.com/demerger and
registered office at Porkkalankatu 5, FI-00180 Helsinki, Finland.
In addition, the Prospectus and its English translation will be
available in print at Nasdaq Helsinki at Fabianinkatu 14, FI-00100
Helsinki, Finland on or about 23 May 2024.
The Prospectus contains the following previously
unpublished information in relation to Kalmar:
Kalmar’s performance
targets
Cargotec’s Board of Directors has set the
following performance targets for Kalmar for 2028:
Financial targets
- Sales growth of 5 percent p.a. over the cycle;
- Comparable operating profit margin of 15 percent;
- Return on capital employed (ROCE) above 25 percent;
Capital structure and sustainability
framework
- Aligned with SBTi targets with 1.5 °C commitment;1
- Leverage2 (Net debt to EBITDA) under 2x;
- Dividend payout ratio of 30–50 percent per annum.
The financial targets constitute forward-looking
statements that are not guarantees of future financial performance.
Kalmar’s actual results could differ materially from the results
presented in or implied by such forward-looking statements as a
result of numerous factors.
Kalmar’s strategy
Kalmar's vision is to be the forerunner in
sustainable material handling equipment and services, moving goods
in critical supply chains around the world. Through its portfolio
of efficient and decarbonised equipment, extensive service
offering, and deep-rooted industry expertise, Kalmar focuses on
helping customers to meet their sustainability and productivity
targets.
Kalmar’s industry and customers are facing
pressure from different megatrends, which driverenewal across the
whole industry. Kalmar is committed to answer to this pressure by
solvingthe challenges customers face, the most significant of which
are:
- Safety
- Productivity
- Decarbonisation and electrification
- Changing logistics landscape
- Labour shortage
- Intelligent operations
To address these challenges, Kalmar is focusing
on the following three strategic areas:
- Investing in sustainable innovations: Kalmar focuses on
investing in sustainable innovation in the area of decarbonised and
electric equipment, and equipment with driver assistance and
autonomous functions, enabled by data, digital and AI capabilities
to maximise uptime and increase productivity, which has a potential
for lower total cost of ownership.
- Growing services: Kalmar is close to customers around the
world, which Kalmar sees as a clear competitive advantage. Kalmar
sees a significant potential to grow services sales, due to its
large installed base, global network of service technicians and
unique industry experience from a significant fleet of connected
equipment globally.
- Driving excellence: Kalmar aims to improve profitability and
cash flow generation to fund further investments into R&D and
organic growth, inorganic growth and distributing profits to
shareholders. The improved profitability is planned to originate
from commercial and operational excellence actions that include
active pricing management, supply chain and process optimisation
and continuous focus on competitive operational cost-base.
Kalmar’s key strengths
Cargotec’s management believes that particularly
the following factors are Kalmar’s key strengths and represent
competitive advantages:
Global leader in an attractive market for
mission-critical heavy material handling
Kalmar has a leading position in the heavy
material handling market.3 In the view of the management, Kalmar’s
strong position is based on Kalmar’s presence at the
mission-critical heavy material handling operations of its
customer, in addition to a well-known brand, as well as on Kalmar’s
ability to address its customers’ need for efficiency, reliability,
safety and sustainability. The management believes that Kalmar will
benefit from the industry transformation, creating new customer
demand in new use cases and market segments as well as in electric
and autonomous and operator assisted equipment.
Partnering long-term with our customers to
deliver a stronger impact
Kalmar sees that its customers, which are
operating in the industries focusing on the heavy materials
handling needs, are constantly looking for ways to improve
efficiency and productivity, optimise uptime, have safer working
environments and look for sustainability improvements and
decarbonisation in operations, together resulting in lowered total
cost of ownership. Through its advanced solutions and partnership
approach, Kalmar helps its customers to achieve these goals. Kalmar
has not lost any of its top 20 customers since 20164 and has
received repeat orders from its customers concerning its electric
offering. Through the close relationships with customers and
leveraging the network of more than 1,300 global service
technicians and presence in over 120 countries5, Kalmar is able to
help and support its customers on optimising the usage of their
Kalmar equipment.
Geared to grow by making the industry more
electrified, intelligent and sustainable
The market shift towards electrification is
expected to be highly beneficial for Kalmar. Of Kalmar’s customers,
63 percent say that they are planning to invest in zero- or
low-emission heavy material handling equipment by 2028. In the view
of the management, Kalmar is a leader in electric equipment,
especially in medium and heavy electric forklift trucks and
straddle carriers, and in addition Kalmar is well-positioned to
benefit from the ongoing transition in the heavy material handling
industry towards electrification and sustainability.
Significant services growth upside from large
installed base and innovation-enabled offering
The management believes that focusing on the
service offering will benefit Kalmar due to the profitability and
growth potential of the services business. Kalmar has an active and
growing installed base of 65,000 machines globally of which more
than 13,000 are connected machines, and a network of more than
1,300 service technicians, enabling Kalmar to maximise current
potential from the existing installed base while providing upside
from new services and business models, and new services linked to
ongoing electrification.
Driving excellence to target best-in-class
commercial performance and cost efficiency
Kalmar is focused on increasing the efficiency
of its operations through a combination of continuous portfolio
management and ongoing commercial and operational excellence
actions. These improvements are aimed to be achieved by product
cost optimisations, pricing management, supply chain development,
process improvement actions and cost-saving actions, for
example.
Significant sales growth and profitability
potential enabled by strong financial profile
Kalmar is committed to sustainable and
profitable growth. Kalmar has been able to grow above the market in
recent years, which has also supported higher profitability.
Kalmar’s strong financial position is enabled by Kalmar’s asset
light business model, as majority of the operations are
assembly-only, with only selected key components manufactured
in-house.
Further information on Kalmar’s strategy and key
strengths is presented in the Prospectus.
Future Outlook
This section, Future Outlook, contains
forward-looking statements. These statements are not guarantees of
Kalmar’s financial performance in the future. Kalmar’s actual
result of operations and financial position could differ materially
from those expressed or implied by these forward-looking statements
as a result of many factors. Undue reliance should not be placed on
these forward-looking statements.
Kalmar’s unaudited guidance set out below has
been prepared on a basis which is (i) comparable to Kalmar’s
historical carve-out financial information and (ii) consistent with
the principles applied in preparing Kalmar’s carve-out financial
statements.
Kalmar’s guidance set out below is based on,
inter alia, the estimates and assumptions made by the Board of
Directors as regards the order intake outlook, customer activity
and margin estimates, the workload of the operations, the cost
estimations and other similar items. The key factors affecting the
results of operations that Kalmar can affect are, for example,
pricing, efficiency and scope of its own operations, product and
service quality, research and development operations, new products
and services, personnel know-how, ability and resources to create
successful subcontractor and supplier relationships as well as the
ability to foresee and respond to changing demand. Factors beyond
Kalmar’s control are, e.g., the timing of customers’ purchase
decisions, customer activity and demand, inflation in raw material
prices and subcontracting, availability of components and raw
materials, competitors’ actions, general economic development,
confidence in Kalmar’s products and services as well as the
quality, availability, delivery times and pricing of subcontractors
or suppliers. Kalmar’s guidance includes the following
uncertainties that may materially change the outcome of the
guidance: development of order intake, changes in customer
activity, customers’ investment decisions and delays thereof,
changes in the size and margins of the backlog, changes in cost
estimations, development of service business and changes in general
economic situation.
Guidance for 2024
According to the guidance published by Cargotec
on 1 February 2024, the comparable operating profit margin of
Cargotec’s Kalmar business is estimated6 to be above 11 percent in
2024. Kalmar estimates that the costs incurred from operating as an
independent company after the Demerger will have a negative effect
of approximately 1–2 percentage points annually as compared to the
result of Cargotec’s Kalmar business. The comparable operating
profit margin of Cargotec’s Kalmar business was 13.5 percent during
the first quarter of 2024.
Certain unaudited pro forma financial
information of Kalmar
The unaudited pro forma financial information
included in the Prospectus (the “Unaudited Pro Forma
Financial Information”) illustrates the effects of the
Demerger to Kalmar’s carve-out financial information had the
Demerger been consummated at an earlier point in time. The
Unaudited Pro Forma Financial Information is for illustrative
purposes only. The Prospectus also includes an independent
practitioner’s assurance report on the compilation of pro forma
financial information included in the Prospectus prepared in
accordance with the Annex 20 to the Commission Delegated Regulation
(EC) N:o 2019/980.
The unaudited pro forma combined statement of
income for the financial year ended 31 December 2023 and the
unaudited pro forma combined statement of income for the three
months ended 31 March 2024 give effect to the Demerger as if it had
occurred on 1 January 2023. The unaudited pro forma combined
balance sheet as at 31 March 2024 illustrates the impact of the
Demerger as if it had occurred on that date.
Because of its nature, the Unaudited Pro Forma
Financial Information illustrates what the hypothetical impact
would have been if the Demerger had been consummated at the date
assumed in the Unaudited Pro Forma Financial Information, and,
therefore, does not represent the actual results of operations or
financial position of Kalmar. The Unaudited Pro Forma Financial
Information is not intended to project the results of operations or
financial position of Kalmar as of any future date and does not
represent the results of operations or financial position had
Kalmar been an independent listed company for the periods
presented.
The pro forma business area information
presented in the Unaudited Pro Forma Financial Information has been
prepared to illustrate Kalmar’s two reportable segments Equipment
and Services and Other following to the completion of the Demerger.
Kalmar will report its business area results using operating profit
and comparable operating profit as the main operating measure.
The following table sets forth the unaudited key
figures presented on a pro forma basis for the periods
indicated:
In EUR
million, unless otherwise indicated |
1
January to 31 March 2024 or as at 31 March 2024 |
For the
financial year ended 31 December 2023 |
Sales,
total.............................................................. |
439.1 |
2,049.6 |
Equipment
sales..................................................... |
303.1 |
1,441.5 |
Services
sales......................................................... |
136.0 |
567.1 |
EBITDA.................................................................. |
67.7 |
261.1 |
Operating
profit....................................................... |
54.0 |
203.8 |
Operating profit, % of sales................................. |
12.3 % |
9.9 % |
Equipment operating
profit..................................... |
39.3 |
201.8 |
Services operating
profit........................................ |
22.8 |
95.6 |
Comparable
operating profit.................................. |
54.0 |
255.0 |
Comparable operating profit, % of sales............. |
12.3 % |
12.4 % |
Equipment
comparable operating profit................. |
39.3 |
201.8 |
Equipment comparable operating profit, % of sales |
13.0 % |
14.0 % |
Services comparable
operating profit.................... |
22.8 |
95.6 |
Services comparable operating profit, % of
sales..................................................................... |
16.7 % |
16.9 % |
Profit for the
period................................................. |
36.9 |
152.4 |
Profit for the period, % of sales........................... |
8.4 % |
7.4 % |
Earnings per share,
EUR....................................... |
0.57 |
2.37 |
Comparable profit
for the period............................ |
36.9 |
193.4 |
Comparable profit for the period, % of sales....... |
8.4 % |
9.4 % |
Comparable earnings
per share, EUR .................. |
0.57 |
3.01 |
Total
assets............................................................ |
1,704.0 |
|
Total
equity............................................................. |
526.1 |
|
Interest-bearing
net debt........................................ |
145.0 |
|
Gearing, %
............................................................. |
27.6 % |
|
The Unaudited Pro Forma Financial Information
has been attached in full to this release.
Certain carve-out financial information
of Kalmar
The Prospectus includes audited Kalmar carve-out
financial statements as at and for the years ended 31 December
2023, 2022 and 2021, and the unaudited carve-out financial
information of Kalmar as at and for the three months ended 31 March
2024, including unaudited comparative financial information as at
and for the three months ended 31 March 2023. Kalmar’s carve-out
financial information has been attached in full to this
release.
The Kalmar carve-out financial statements as at
and for the years ended 31 December 2023, 2022 and 2021 have been
audited by Ernst & Young Oy, Authorised Public Accountants,
with Authorised Public Accountant Heikki Ilkka as the auditor with
the principal responsibility.
The Kalmar carve-out financial statements for
the financial years ended 31 December 2023, 2022 and 2021 have been
prepared on a carve-out basis from Cargotec’s audited consolidated
financial statements and the carve-out financial information for
the three months ended 31 March 2024 on a carve-out basis from
Cargotec’s unaudited consolidated interim financial information
using the historical income and expenses, assets and liabilities
and cash flows attributable to the Kalmar business. The carve-out
financial statements also include the allocation of income,
expense, assets, liabilities and cash flows which are based on
management judgement, assumptions and estimates. The most
significant estimates, judgements and assumptions relate to the
allocation of the costs of certain centrally provided shared
services, leasing arrangements and shared assets, cash management
and financing, determination of current and deferred income taxes
and invested equity.
The Kalmar carve-out financial statements have
been prepared in accordance with IFRS Accounting Standards as
adopted by the European Union, under consideration of the
principles for determining which assets and liabilities, income and
expenses as well as cash flows are to be assigned to Kalmar as
described in Note 1 under the section “Background and basis of
preparation” of the audited carve-out financial statements as at
and for the years ended 31 December 2023, 2022 and 2021. The
unaudited carve-out financial information of Kalmar as at and for
the three months ended 31 March 2024, including unaudited
comparative carve-out financial information as at and for the three
months ended 31 March 2023 have been prepared in accordance with
“IAS 34 - Interim Financial Reporting” under the same carve-out
considerations as described above.
Accordingly, the carve-out financial information
of Kalmar does not necessarily reflect what Kalmar’s results of
operations, financial position or cash flows would have been had
Kalmar operated as an independent company and had it presented
stand-alone financial information during the periods presented.
Moreover, the carve-out financial information of Kalmar may not be
indicative of Kalmar’s future results of operations, financial
position or cash flows.
The following table details certain carve-out
financial information for Kalmar derived from the Prospectus:
|
As at 31 March and 1 January to 31 March |
As at and for the year ended31
December |
In EUR million, unless otherwise indicated |
2024 |
2023 |
2023 |
2022 |
2021 |
|
(unaudited) |
(audited) |
Combined statement of income |
|
|
|
|
|
Sales, total.................................. |
439.1 |
485.3 |
2,049.6 |
1,942.8 |
1,512.2 |
Operating profit.......................... |
45.8 |
55.9 |
240.2 |
118.3 |
320.8 |
Operating profit, % of sales..... |
10.4 |
11.5 |
11.7 |
6.1 |
21.2 |
Comparable operating profit...... |
53.9 |
56.3 |
254.7 |
168.9 |
100.3 |
Comparable operating profit, % of
sales........................................ |
12.3 |
11.6 |
12.4 |
8.7 |
6.6 |
Profit for the period..................... |
33.4 |
44.9 |
193.8 |
92.6 |
261.5 |
Profit for the period, % of
sales................................................. |
7.6 |
9.3 |
9.5 |
4.8 |
17.3 |
Combined balance sheet |
|
|
|
|
|
Total assets................................ |
1,866.9 |
1,965.2 |
1,846.1 |
1,904.5 |
1,759.7 |
Total invested equity.................. |
868.0 |
923.3 |
818.2 |
853.0 |
776.0 |
Combined statement of cash flows |
|
|
|
|
|
Cash flow from operating
activities.................................................... |
84.0 |
-11.5 |
221.3 |
162.0 |
72.8 |
Cash flow from investing
activities.................................................... |
-9.0 |
-9.9 |
-43.3 |
-13.6 |
347.5 |
Cash flow from financing
activities.................................................... |
-75.0 |
9.1 |
-193.7 |
-150.8 |
-387.5 |
Definitions and Reasons for the Use of
Financial Key Indicators
Key figure |
Definition |
Reason for the use |
Operating profit (MEUR and % of sales) |
Sales - cost of goods sold - selling and marketing expenses -
research and development expenses - administration expenses -
restructuring costs + other operating income - other operating
expenses + share of associated companies’ net income |
Operating profit is used to measure business profitability. It
describes the profitability of the business before taking into
account financial items and taxes. |
Comparable operating profit (MEUR and % of
sales) |
Operating profit excluding items affecting comparability |
Comparable
operating profit is used to monitor and forecast profit development
and set related targets. It is calculated by excluding items
affecting comparability from operating profit and non-core
business, which makes it easier to compare the profitability of the
business at different time periods. |
Restructuring costs and other items affecting comparability
(MEUR) |
Items affecting comparability include restructuring costs and other
items affecting comparability such as significant capital gains and
losses, gains and losses related to acquisitions and disposals,
acquisition and integration costs, costs related to the planned
partial demerger from Cargotec and related listing costs,
impairments and reversals of impairments of assets, and costs that
are related to aforementioned items. |
Factor used to calculate Comparable operating profit. |
Shareholders and prospective investors are
instructed to acquaint themselves with the entire Prospectus in
addition to this stock exchange release.
Advisers to Cargotec and
Kalmar
Goldman Sachs International, Danske Bank A/S,
Finland Branch and BNP PARIBAS are acting as the financial advisers
to Cargotec, PricewaterhouseCoopers Oy is acting as the separation,
tax, legal structuring and financial reporting adviser, Hannes
Snellman Attorneys Ltd is acting as the legal adviser in relation
to Finnish law and Skadden, Arps, Slate, Meagher & Flom (UK)
LLP in relation to U.S. law, and Miltton Ltd is acting as a
communications adviser in relation to the Demerger and the listing
of Kalmar.
Capital Markets Day
Cargotec will host a capital markets day
focusing on Kalmar on 29 May 2024. More information and
registration are available on www.cargotec.com/cmd24.
Cargotec CorporationBoard of Directors
For more information:
Carina Geber-Teir, Head of Investor Relations
and Communications, Kalmar, tel. +358 40 502 4697
Aki Vesikallio, Vice President, Investor
Relations, Cargotec, tel. +358 40 729 1670
Appendices:
- Unaudited Pro Forma Financial Information of Kalmar;
- Kalmar’s audited carve-out financial statements as at and for
the years ended 31 December 2023, 2022 and 2021 and the auditor’s
report thereto;
- Kalmar’s unaudited interim carve-out financial information as
at and for the three months ended 31 March 2024.
About Kalmar
Kalmar’s vision is to be the forerunner in
sustainable material handling equipment and services, moving goods
in critical supply chains around the world. Kalmar offers a wide
range of industry shaping heavy material handling equipment and
services to ports and terminals, distribution centres,
manufacturing and heavy logistics. Kalmar operates globally in over
120 countries, the company's sales on a carve-out basis in 2023
totalled approximately EUR 2 billion and it employed around 5,000
people on a carve-out basis as at 31 March 2024.
www.kalmarglobal.com
About Cargotec
Cargotec (Nasdaq Helsinki: CGCBV) enables
smarter cargo flow for a better everyday with its leading cargo
handling solutions and services. Cargotec's business areas Kalmar,
Hiab and MacGregor are pioneers in their fields. Through their
unique position in ports, at sea and on roads, they optimise global
cargo flows and create sustainable customer value. Cargotec has
signed the United Nations Global Compact Business Ambition for
1.5°C. The company's sales in 2023 totalled approximately EUR 4.6
billion and it employs around 11,300 people.
www.cargotec.comDisclaimer
The securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933
(“US Securities Act”), or any U.S. state
securities laws, and may not be offered or sold in the United
States, unless such securities are registered under the US
Securities Act, or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements under the
US Securities Act and applicable state or local securities
laws.
The Kalmar shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or any other regulatory authority in the
United States, nor have any of the foregoing authorities passed
comment upon, or endorsed the merit of, the Demerger or the
accuracy or the adequacy of the information contained in this
release or in the Prospectus. Any representation to the contrary is
a criminal offense under U.S. law. Neither Cargotec nor Kalmar
intend to register securities in the United States or to conduct a
public offering of securities in the United States.
The financial advisers are acting for Cargotec
and no one else in connection with the Demerger and will not be
responsible to anyone other than Cargotec for providing the
protections afforded to clients of the financial advisers, or for
giving advice in connection with the Demerger or any other
matter.
Forward-looking Statements
The release includes forward-looking statements
within the meaning of Section 27A of the US Securities Act and
Section 21E of the U.S. Securities Exchange Act of 1934, including
expected performance targets, and are based on present plans,
estimates, projections and expectations and are not guarantees of
future performance. These forward-looking statements are subject to
numerous risks, uncertainties and assumptions, including risks
relating to the contemplated Demerger and its completion, risks
relating to Kalmar's industry, business, the risk that Kalmar's
actual results of operations in future periods may differ
materially from (and be more negative than) the expected results or
performance targets discussed, or suggested, herein. These
forward-looking statements reflect knowledge and information
available at, and speak only as of, the date they are made, which,
even though they seem to be reasonable at present, may turn out to
be incorrect. Except as required by law, Cargotec undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise, after the date hereof or to reflect the occurrence of
unanticipated events. Readers are cautioned not to place undue
reliance on such forward-looking statements. Readers should review
the section entitled “Risk Factors” and the description of Kalmar's
business in the section entitled “Business of Kalmar”, each in the
Prospectus, for a more complete discussion of the risks and factors
that could affect us, the Demerger and/or Kalmar.
1 Plan following criteria of the Science Based Targets
initiative (confirmation of the target will be sought).
2 Including IFRS 16.
3 Source: Market study by KPMG (in respect of equipment market).
Kalmar is a market leader across terminal tractors, straddle
carriers, crane spreaders and reachstackers and empty container
handlers, and one of the leaders for medium and heavy forklift
trucks based on equipment volume (average in 2022–2023) and spare
parts capture rate of 29 percent in the first quarter of 2024.
4 Kalmar’s customers, who have placed at least one order per
year since 2016 (annually recurring orders as a criterion).
5 Including Kalmar’s dealers.
6 The 2024 profitability outlook for Cargotec’s Kalmar business
is presented using the same principles which are applied by
Cargotec in the 2023 external financial reporting.
- Unaudited Pro Forma Financial Information of Kalmar
- Kalmar’s audited carve-out financial statements as at and for
the years ended 31 December 2023, 2022 and 2021 and the auditor’s
report thereto
- Kalmar’s unaudited interim carve-out financial information as
at and for the three months ended 31 March 2024
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