Cargotec has decided to complete the partial demerger of Cargotec; trading in Kalmar’s class B shares, expected to start on July 1, 2024.
The Board of Directors of Cargotec Corporation has decided to notify the Finnish Trade Register of the completion of the partial demerger of Cargotec so that the completion of the Demerger would be registered on June 30, 2024.
Cargotec announced on February 1, 2024 the approval of a demerger plan concerning the Demerger 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 a new Kalmar Corporation.
The Annual General Meeting of Cargotec held on May 30, 2024 resolved on the Demerger in accordance with the Demerger Plan.
Upon the completion of the Demerger, the shareholders of Cargotec shall receive as demerger consideration one new share of the corresponding share class (i.e., class A or class B) in Kalmar for each class A and class B share owned in Cargotec.
No demerger consideration shall be issued to any treasury shares held by Cargotec. The total number of Kalmar shares issued as demerger consideration is expected to be 64,324,118 shares. The total number of Kalmar shares would therefore be 9,526,089 class A shares and 54,798,029 class B shares.
The Kalmar shares will be registered in the book-entry accounts of Cargotec’s shareholders on or about July 1, 2024.
Provided that the completion of the Demerger will be registered with the Finnish Trade Register on June 30, 2024, a trade made on the stock exchange in Cargotec’s share on June 28, 2024 at the latest entitles to receive Demerger Consideration Shares, while a trade in Cargotec’s share on July 1, 2024 or thereafter will no longer entitle to receive Demerger Consideration Shares.
All trades in Cargotec’s shares made on June 28, 2024 at the latest, which have not been settled by said date, will be settled in a way that investors who have acquired Cargotec’s shares by such trades will receive both Cargotec’s and Kalmar’s shares at settlement.
As previously announced, Cargotec filed on June 12, 2024 a listing application with Nasdaq Helsinki to list Kalmar’s class B shares on the official list of Nasdaq Helsinki. Trading in Kalmar’s class B shares is expected to commence on July 1, 2024 under the share trading code “KALMAR”. The ISIN code of Kalmar’s class B shares will be FI4000571054.
In connection with the decision on the completion of the Demerger, the Board of Directors of Cargotec has confirmed the appointment of the Leadership Team of Kalmar upon the completion of the Demerger as follows:
- Sami Niiranen, President and CEO
- Sakari Ahdekivi, Chief Financial Officer
- Carina Geber-Teir, SVP, IR, Marketing & Communications
- Francois Guetat, SVP, Integrated Supply Chain
- Mathias Höglund, SVP, Human Resources
- Tommi Pettersson, SVP, Strategy, Sustainability & Technology
- Marika Väkiparta, SVP, Transformation
- Alf-Gunnar Karlgren, President, Counter Balanced
- Thor Brenden, President, Terminal Tractors
- Arto Keskinen, President, Horizontal Transportation
- Shushu Zhang, President, Bromma
- Thomas Malmborg, President, Services
- Ulla Bono, SVP, General Counsel.
In connection with the completion of the Demerger and in accordance with the Demerger Plan, the share capital of Cargotec will decrease from EUR 64,304,880.00 to EUR 20,000,000.00, and the share premium reserve of Cargotec will dissolve.
