Partial demerger of Cargotec Corporation on 30 June

Cargotec will separate Kalmar as an independent listed company through a partial demerger.

Cargotec will carry out the Kalmar partial demerger on 30 June 2024, as planned. Cargotec's three business units have been well-known in their own areas with strong brands: Kalmar, Hiab and MacGregor. In the partial demerger, Kalmar will be separated as an independent listed company, and Cargotec will in future consist of Hiab and MacGregor.
 
In the demerger, Cargotec shareholders will receive one new share in Kalmar for each share they own in Cargotec. If, for example, you as a shareholder hold 20 Cargotec B shares, you will receive 20 Kalmar B shares. Holdings in the Cargotec share will remain unchanged.
 
The demerger will not require any action on the part of Cargotec shareholders. 
 
To receive Kalmar shares through the demerger, investors must have bought their shares in Cargotec no later than 28 June 2024. The expected first day of trading in Kalmar shares on the Nasdaq Helsinki is 1 July 2024.
 
New Kalmar shares will be registered in shareholders’ book-entry accounts and Equity Savings Account on 1 July 2024.
 
Kalmar shares do not have a so-called ‘listing price’, which generally refers to the price for which new shareholders can subscribe for shares when a company is listed. The share price will be determined by normal trading on the stock exchange, starting from approximately 1 July 2024.

Key dates

28 June 2024 Last day to buy shares in Cargotec entitling the shareholder to new Kalmar shares as the demerger consideration 
30 June 2024 Execution of the demerger
1 July 2024 The first date of trading in the Cargotec B share 
(ISIN FI4000571013) without Kalmar
1 July 2024* Trading in Kalmar B shares will begin (ISIN FI4000571054)
*)Estimated date

Taxation and the determination of the acquisition cost for taxation purposes

Receiving shares in Kalmar will not have direct tax implications for shareholders generally liable to pay tax in Finland. Any capital gains (or losses) will be taxed when the shareholder sells the Kalmar shares they received. 

The acquisition cost of the Cargotec share is divided between Cargotec and Kalmar. The allocation is based on that of the companies’ net assets at the time of the demerger. Alternatively, the allocation can be determined based on the fair value of shares if this significantly differs from the net asset allocation. In practice, a 20 per cent difference has been considered significant.

In the Tax Administration's view, the fair value of shares in the new company and the demerged company emerged through the demerger can be regarded as the weighted average price of the shares on the first quotation date or, secondarily, the average price for the five first trading days if the last mentioned average price is better considered to describe the fair value of shares. 

The Tax Administration is expected to issue guidance and to confirm the allocation of the purchase price within six months of the demerger.

The purchase prices of Cargotec and Kalmar shares held by OP's custody clients are updated in the custody reports within six months according to the allocation confirmed by the Tax Administration. Until then, the purchase price of Cargotec and Kalmar shares will not be shown in book-entry accounts at op.fi and the investment view on OP-mobile.