Gehl Co. today announced it has 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 based in France. The transaction, with an aggregate enterprise value of about $450 million, will be effected through a tender offer for all outstanding shares of Gehl by a Manitou subsidiary, Tenedor Corp., 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 of $13.66 on Sept. 5. Gehl said it is expected that the current management team will be retained following the transaction.
“We are pleased to announce the next step in the evolution of Gehl Co. toward becoming a more significant player in the global compact equipment marketplace,” said Gehl Co. chairman and CEO William Gehl. “The combination of Gehl Co. 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 begins today, will remain open until 5 p.m. Eastern time on Oct. 20, unless extended, which would be announced by 9 a.m. the following day. 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.
If the tender offer is successfully completed, shares not tendered will be cashed out in a second steep merger at the same $30 per share. The agreement contains customary terms and conditions, including Gehl’s right to terminate the agreement to accept a superior offer, and subject to the payment of a termination fee of $14 million.
Manitou currently owns approximately 14.4 percent of Gehl’s outstanding stock. Manitou CEO Marcel-Claude Braud is a Gehl director but did not participate in deliberations concerning the tender offer.
Compact equipment manufacturer Gehl Co. is based in West Bend, Wis., and markets its products under the Gehl and Mustang brand names. Manitou is a global leader in rough-terrain equipment, including all-wheel-steer loaders and telescopic handlers.