Gehl Company (NASDAQ GSM: GEHL) 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 percent 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 CEO of the company, said, “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 will remain open until 5 p.m., New York City time, on October 20, 2008, unless extended. Any extension would be announced no later than 9 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 percent 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. Incorporated served as the company’s financial advisor.