Filed by Terex Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: CMI Corporation
Commission File No. 1-5951
For information, contact: Jack Lascar, Vice President at (203) 222-5943
TEREX CORPORATION TO ACQUIRE CMI CORPORATION
WESTPORT, CT, June 28, 2001 - Terex Corporation (NYSE: TEX) announced
today that it has signed a definitive merger agreement with CMI Corporation
(NYSE: CMI). The merger agreement provides for an exchange of all the
outstanding shares of CMI, at an exchange rate of 0.16 share of Terex common
stock for each share of CMI common stock, subject to a downward adjustment in
the event the consolidated net debt of CMI exceeds $75.25 million at closing. As
a result of this transaction, Terex is expected to issue a maximum of
approximately 3.5 million shares of its common stock to CMI shareholders. The
transaction, which is subject to customary closing conditions including CMI
shareholder and regulatory approval, is expected to close during the third
quarter of 2001.
CMI is a leading manufacturer of a broad range of leading-edge
automated machines for the construction and maintenance of highways, city
streets and county roads, parking lots and bridges, with 2000 revenues in excess
of $225 million. Products include asphalt and concrete mixing plants, road
profiling and reclaiming equipment, concrete paving systems and landfill
compactors and grinders. CMI has a strong competitive position with over 70
percent of its revenues derived from products that have either the number one or
number two market share positions in their markets. The great majority of CMI
products are marketed to customers engaged in road and bridge building and
infrastructure development markets Terex already serves. In addition, CMI is the
leading domestic manufacturer of lightweight concrete paving and maintenance
equipment.
"The acquisition of CMI is an excellent fit with our strategy of
continuing to build the quality of the Terex franchise and to diversify the
product range available to our customer base," said Ronald M. DeFeo, Chairman
and Chief Executive Officer. "CMI is a strong operational fit for our growing
infrastructure business. The combination of Cedarapids and CMI's hot mix asphalt
businesses will create a very strong number two player in this industry. CMI
also has a recycling grinder and compactor business, a perfect fit with Terex
Recycling's trommel screening products. CMI would also put us into two new
product categories: road profiling and reclaiming equipment and concrete paving
and plants, which combined with Cedarapids pavers should give us the broadest
roadbuilding product offering in the U.S."
Ron DeFeo added, "Following on the 1999 acquisitions of Powerscreen and
Cedarapids, CMI provides Terex with leading positions in several growing
markets, including the construction and maintenance of highways and bridges,
road infrastructure development and airport runway expansion. This transaction
is expected to be slightly dilutive for the remainder of this year and to be
accretive to Terex's earnings in 2002, given the current performance and
expected margin improvement opportunities at CMI. With revenues in excess of
$225 million, we expect substantial operational and distribution synergies with
the resulting improvements in CMI's cost structure as we initially improve
operations at CMI and then integrate it with Terex and its North American
infrastructure business."
Ron DeFeo continued, "While the near-term revenue performance for most
construction-related equipment is challenging, improved fiscal conditions at all
levels of government and mandated increases in federal road and infrastructure
spending over the next several years should allow for continued growth in demand
for road-building and infrastructure equipment."
Fil Filipov, Terex Executive Vice President, will assume full
responsibility for CMI as President. This is the first acquisition under the new
Terex organization structure, which will initially place separate operational
focus on the business prior to full integration with the balance of the
operations. This will allow Terex to both capture and maintain the unique
cultural and operational advantages of CMI while simultaneously allowing the
Terex business model and philosophy to be introduced and implemented. Commented
Fil Filipov, "CMI has excellent long-term customer relationships that stem from
its outstanding sales and service support. CMI also has a tradition of product
innovation and has also recently introduced lean manufacturing in their
operations. Terex has the ability to build on this strong foundation while
improving the operating efficiency of the overall enterprise."
Additional Information and Where to Find It
Terex intends to file a registration statement with the SEC on Form S-4
in connection with the merger and Terex and CMI expect to mail a proxy
statement/prospectus to CMI's shareholders containing information about the
merger. Investors and security holders are urged to read the registration
statement and the proxy statement/prospectus carefully when they are available.
The registration statement and the proxy statement/prospectus will
contain important information about Terex, CMI, the merger, and related matters.
Investors and security holders will be able to obtain free copies of these
documents, when available, through the web site maintained by the SEC at
http://www.sec.gov. In addition to the registration statement and the proxy
statement/prospectus, Terex and CMI file annual, quarterly, and special reports,
proxy statements, and other information with the SEC. You may read and copy any
reports, statements, and other information filed by Terex and CMI at the SEC
public reference rooms at 450 Fifth Street, NW, Washington, D.C. 20549 or at the
SEC's other public reference rooms in New York, New York and Chicago, Illinois.
Please call the SEC at 800-SEC-0330 for further information on public reference
rooms. Terex's and CMI's filings with the SEC are also available to the public
from commercial document-retrieval services and the web site maintained by the
SEC at http://www.sec.gov.
Safe Harbor Statement
The above contains forward-looking information based on Terex's current
expectations. Because forward-looking statements involve risks and
uncertainties, actual results could differ materially. Such risks and
uncertainties, many of which are beyond Terex's control, include, among others,
the sensitivity of construction and mining activity to interest rates,
government spending, downward economic cycles and general economic conditions;
the success of the integration of acquired businesses; the retention of key
management; foreign currency fluctuations; pricing, product initiatives, and
other actions taken by competitors; the ability of suppliers to timely provide
parts and components on a cost competitive basis, and the ability of Terex to
timely manufacture and deliver cost competitive products to customers; the
effect of changes in laws and regulations, including environmental laws and
regulations; the continuing use of net operating loss carryovers; the effect of
debt and restrictive covenants; and other factors, risks and uncertainties more
specifically set forth in Terex's public filings with the SEC. The
forward-looking statements herein speak only as of the date of this release.
Terex expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statement included in this release
to reflect any changes in Terex's expectations with regard thereto or any
changes in events, conditions, or circumstances on which any such statement is
based.
Terex Corporation is a diversified global manufacturer based in
Westport, Connecticut, with 2000 revenues in excess of $2 billion. Terex is
involved in a broad range of construction, infrastructure, recycling and
mining-related capital equipment under the brand names of Terex, Unit Rig,
Payhauler, O&K, Fermec, Benford, Powerscreen, Finlay, B.L. Pegson, Simplicity,
Cedarapids, Grayhound, Jaques, Canica-Jaques, Lorain, PPM, P&H, Franna,
Marklift, Koehring, Bendini, RO, Telelect, Square Shooter, American,
Italmacchine, Peiner, Comedil, Matbro, Amida, Bartell, Coleman, Muller and
Morrison. More information on Terex can be found at www.terex.com
###
Terex Corporation
500 Post Road East, Suite 320, Westport, Connecticut 06880
Telephone: (203) 222-7170, Fax: (203) 222-7976, www.terex.com