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TEX > SEC Filings for TEX > Form 8-K on 19-Dec-2008All Recent SEC Filings

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Form 8-K for TEREX CORP


19-Dec-2008

Other Events


Item 8.01. Other Events.

As previously announced, (i) Terex Corporation and certain of its subsidiaries (collectively, "Terex") and Fantuzzi Industries S.a.r.l. ("Fantuzzi") entered into agreements (the "Fantuzzi Agreements") that provided for the acquisition by Terex of the port equipment businesses of Fantuzzi; and (ii) Terex informed Fantuzzi that it believed that a material adverse change may exist with respect to the Fantuzzi business or other grounds existed which may preclude completion of this acquisition, and requested that Fantuzzi provide Terex with additional information.

Since the date that Terex informed Fantuzzi of its belief that a material adverse change existed, a series of discussions and negotiations occurred. Given the ongoing discussions, Terex waited to provide formal notice of the termination of the Fantuzzi Agreements in an effort to obtain additional information in order for the parties to find a possible mutually agreeable resolution. Fantuzzi failed to provide Terex with any of the additional information requested and no resolution was reached by the parties.

On December 15, 2008 Terex advised Fantuzzi that it was terminating the Fantuzzi Agreements effective immediately due to (i) failure to obtain all necessary competition authority approvals without conditions, (ii) existence of a material adverse change, and (iii) other reasons. Fantuzzi has advised Terex that it disputes the grounds for termination and has threatened to commence legal action. Discussions between the parties continue and the final outcome of this matter cannot be determined at this time.

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