Gehl Company (NASDAQ GSM: GEHL) today announced that it had signed a
definitive agreement to be acquired for $30 per share by its largest
shareholder, Manitou BF S.A., a manufacturer and distributor of material
handling equipment headquartered in France. The transaction, with an
aggregate enterprise value of approximately $450 million, will be
effected through a tender offer for all outstanding shares of Gehl by a
Manitou subsidiary, Tenedor Corporation, followed by a second step,
cash-out merger. The all-cash $30 per share purchase price reflects a
120% premium over the Company’s closing price
on September 5, 2008. It is expected that the current management team
will be retained following the transaction.
William D. Gehl, Chairman and Chief Executive Officer of the Company,
commented, “We are pleased to announce the
next step in the evolution of Gehl Company toward becoming a more
significant player in the global compact equipment marketplace. The
combination of Gehl Company and Manitou offers a substantial value to
our shareholders today while affording our dealers and employees with
future opportunities for continued success.”
The definitive agreement provides that the tender offer, which commences
today, will remain open until 5:00 p.m., New York City time, on October
20, 2008, unless extended. Any extension would be announced no later
than 9:00 a.m., New York City time, on the first business day after the
previously scheduled expiration. The completion of the tender offer is
subject to the satisfaction of various conditions, including the valid
tender of shares representing two-thirds of the Company’s
outstanding common stock on a fully diluted basis and the receipt of
applicable regulatory approvals. Assuming that the tender offer is
successfully completed, shares not tendered will be cashed out in a
second step merger at the same $30 per share. The definitive agreement
contains customary terms and conditions, including the Company’s
right to terminate the agreement to accept a superior offer. In the
event of a termination to allow the Company to accept a superior offer,
and subject to the Company’s payment of a
termination fee of $14 million, Manitou would be obligated to tender its
shares into the superior offer. Manitou currently owns approximately
14.40% of the Company’s outstanding stock.
Manitou’s Chief Executive Officer,
Marcel-Claude Braud, is a director of the Company but did not
participate in deliberations of the Company’s
Board of Directors concerning the tender offer.
Foley & Lardner LLP served as legal counsel to the Company, and Robert
W. Baird & Co.
