Manitex International Enters Into Definitive Agreement to Be Acquired by Tadano for $5.80 Per Share
Manitex International (NASDAQ: MNTX), a leading provider of specialized industrial equipment, has entered into a definitive agreement to be acquired by Tadano in an all-cash transaction. The deal values Manitex at an equity value of $123 million and a total transaction value of $223 million, including outstanding debt. Manitex shareholders will receive $5.80 per share in cash, representing a 52.2% premium over the company's closing share price on September 11, 2024.
The acquisition is expected to provide Manitex with scale, broader international scope, and access to technology and production synergies. The transaction, unanimously approved by Manitex's Board of Directors, is anticipated to close in early Q1 2025, subject to shareholder and regulatory approvals.
Manitex International (NASDAQ: MNTX), un fornitore leader di attrezzature industriali specializzate, ha stipulato un accordo definitivo per essere acquisita da Tadano tramite una transazione interamente in contante. L'affare valuta Manitex a un valore patrimoniale di 123 milioni di dollari e un valore totale della transazione di 223 milioni di dollari, inclusi i debiti in sospeso. Gli azionisti di Manitex riceveranno 5,80 dollari per azione in contante, che rappresenta un premio del 52,2% rispetto al prezzo di chiusura delle azioni della società dell'11 settembre 2024.
L'acquisizione è destinata a fornire a Manitex scala, una portata internazionale più ampia e accesso a tecnologie e sinergie produttive. La transazione, approvata all'unanimità dal Consiglio di Amministrazione di Manitex, è prevista per chiudere all'inizio del primo trimestre del 2025, soggetta all'approvazione degli azionisti e delle autorità di regolamentazione.
Manitex International (NASDAQ: MNTX), un proveedor líder de equipos industriales especializados, ha firmado un acuerdo definitivo para ser adquirida por Tadano en una transacción totalmente en efectivo. El acuerdo valora a Manitex con un valor de capital de 123 millones de dólares y un valor total de la transacción de 223 millones de dólares, incluidos los deudas pendientes. Los accionistas de Manitex recibirán 5,80 dólares por acción en efectivo, lo que representa un premio del 52,2% sobre el precio de cierre de la acción de la empresa del 11 de septiembre de 2024.
Se espera que la adquisición proporcione a Manitex escala, un alcance internacional más amplio y acceso a tecnologías y sinergias de producción. La transacción, aprobada unánimemente por la Junta Directiva de Manitex, se anticipa que se cierre a principios del primer trimestre de 2025, sujeta a la aprobación de accionistas y reguladores.
Manitex International (NASDAQ: MNTX), 전문 산업 장비의 선도적인 공급업체는 Tadano에 인수되는 최종 계약을 체결했습니다 현금 거래로. 이 거래는 Manitex의 자본 가치를 1억 2,300만 달러 및 총 거래 가치를 2억 2,300만 달러로 평가하며, 미결제 부채가 포함됩니다. Manitex 주주들은 주당 5.80 달러 현금을 수령하게 되며, 이는 회사의 2024년 9월 11일 종료 주가에 대한 52.2%의 프리미엄입니다.
이번 인수는 Manitex에게 규모, 더 넓은 국제 범위, 그리고 기술 및 생산 시너지에 대한 접근을 제공할 것으로 예상됩니다. Manitex 이사회에 의해 만장일치로 승인된 이 거래는 2025년 1분기 초에 마감될 것으로 예상되며, 주주 및 규제 기관의 승인을 받기 위해서입니다.
Manitex International (NASDAQ: MNTX), un fournisseur leader d'équipements industriels spécialisés, a conclu un accord définitif pour être acquis par Tadano dans le cadre d'une transaction entièrement en espèces. L'accord valorise Manitex à une valeur d'équité de 123 millions de dollars et une valeur totale de transaction de 223 millions de dollars, y compris la dette en cours. Les actionnaires de Manitex recevront 5,80 dollars par action en espèces, représentant une prime de 52,2% par rapport au prix de clôture de l'action de l'entreprise le 11 septembre 2024.
L'acquisition devrait permettre à Manitex d'obtenir une échelle, un champ d'action international plus large et un accès aux technologies et aux synergies de production. La transaction, approuvée à l'unanimité par le conseil d'administration de Manitex, devrait se finaliser au début du premier trimestre 2025, sous réserve de l'approbation des actionnaires et des réglementations.
Manitex International (NASDAQ: MNTX), ein führender Anbieter von spezialisierten Industrieanlagen, hat ein endgültiges Abkommen zur Übernahme durch Tadano in einer Barkauftransaktion getroffen. Der Deal bewertet Manitex mit einem Eigenkapitalwert von 123 Millionen Dollar und einem Gesamttransaktionswert von 223 Millionen Dollar, einschließlich ausstehender Schulden. Manitex-Aktionäre erhalten 5,80 Dollar pro Aktie in bar, was einen Prämie von 52,2% über dem Schlusskurs der Aktie des Unternehmens am 11. September 2024 darstellt.
Die Übernahme soll Manitex Skaleneffekte, ein breiteres internationales Spektrum und Zugang zu Technologie und Produktionssynergien ermöglichen. Die Transaktion, die einstimmig vom Vorstand von Manitex genehmigt wurde, wird voraussichtlich zu Beginn des ersten Quartals 2025 abgeschlossen, vorbehaltlich der Genehmigungen von Aktionären und Regulierungsbehörden.
- Acquisition offer represents a 52.2% premium over recent share price
- All-cash transaction providing immediate value to shareholders
- Access to Tadano's technology and production synergies
- Potential for increased scale and broader international scope
- Mitigation of cyclical risk through expanded partnership
- Manitex shares will no longer trade on NASDAQ or any public market post-acquisition
- Transaction subject to shareholder and regulatory approvals
- Potential integration challenges with Tadano
Insights
This acquisition deal is a significant development for Manitex International. The
From a financial perspective, the all-cash nature of the deal provides certainty and liquidity for Manitex shareholders. However, it's important to consider the long-term implications of Manitex being delisted from NASDAQ, which may impact market visibility and access to public capital markets. The transaction's success will largely depend on realizing the anticipated synergies and effectively integrating Manitex's operations into Tadano's broader portfolio.
This acquisition aligns with the ongoing consolidation trend in the industrial equipment sector. Tadano's move to acquire Manitex strengthens its position in the truck crane and specialized equipment market, potentially reshaping the competitive landscape. The deal's timing, amidst global economic uncertainties, suggests Tadano's confidence in the long-term growth prospects of the construction and infrastructure markets.
For the industry, this merger could lead to increased innovation and product development capabilities, benefiting customers with a more comprehensive range of lifting solutions. However, it's essential to monitor how this consolidation might affect market dynamics, pricing strategies and customer choices in the specialized equipment segment. The success of this acquisition could potentially trigger further M&A activities in the sector as competitors seek to maintain their market positions.
From a legal standpoint, this transaction involves several critical aspects. The unanimous approval by Manitex's Board of Directors suggests a thorough evaluation of the deal's terms and potential benefits for shareholders. However, the transaction still requires shareholder approval and regulatory clearances, which introduces some uncertainty to the deal's completion.
The
Under the terms of the transaction, Manitex shareholders will receive
“We are pleased to have reached this agreement with Tadano, which we believe will deliver immediate and certain cash value to Manitex shareholders at a significant premium to the most recent share price,” said David Langevin, Executive Chairman of the Board of Manitex. “The Board’s decision follows careful evaluation of the transaction and a comprehensive strategic review process that began in late 2023.”
“Our expanded partnership with Tadano represents a new and exciting chapter for our employees and our customers,” said Michael Coffey, CEO of Manitex. “The acquisition by Tadano will help mitigate cyclical risk, while providing the Company with scale and broader international scope. We will benefit from access to technology, production synergies and working capital, enabling the Company to better achieve its objectives. Together with Tadano, we are strategically positioned to build a leading provider of lifting equipment solutions to the construction, infrastructure, and industrial markets.”
TRANSACTION APPROVAL AND TIMING
The transaction was unanimously approved by Manitex’s Board of Directors, which recommends that Manitex shareholders vote in favor of the transaction.
The transaction is expected to close early in the first quarter of 2025, subject to approval by Manitex shareholders, receipt of regulatory approvals and other customary closing conditions.
For further information regarding the terms and conditions of the definitive merger agreement (the “Merger Agreement”), please see Manitex’s Current Report on Form 8-K, which will be filed in connection with the transaction.
ADVISORS
Brown Gibbons Lang & Company is serving as exclusive financial advisor to Manitex, and Bryan Cave Leighton Paisner LLP is serving as legal counsel to Manitex.
Perella Weinberg Partners is serving as exclusive financial advisor to Tadano, and Sullivan & Cromwell LLP is serving as legal counsel to Tadano.
ABOUT MANITEX INTERNATIONAL
Manitex International is a leading provider of mobile truck cranes, industrial lifting solutions, aerial work platforms, construction equipment and rental solutions that serve general construction, crane companies, and heavy industry. The company engineers and manufactures its products in
ABOUT TADANO
Since Tadano developed Japan’s first hydraulic truck crane in 1955, the company has grown globally, while constantly striving to implement its Corporate Philosophy of Creation, Contribution, and Cooperation. The Tadano Group delivers its Core Values – Safety, Quality, and Efficiency Based on Compliance (C+SQE) – in each and every one of its products and services.
NO OFFER OR SOLICITATION
This communication does not constitute an offer to sell or the solicitation of an offer to buy the securities of Manitex or the solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in
ADDITIONAL INFORMATION REGARDING THE MERGER AND WHERE TO FIND IT
This communication relates to the proposed merger involving Manitex, Tadano and Lift SPC Inc., a wholly owned subsidiary of Tadano (“Merger Sub”), whereby Merger Sub shall be merged with and into Manitex (the “proposed merger”), with Manitex as the surviving corporation. The proposed merger will be submitted to the shareholders of Manitex for their consideration at a special meeting of the shareholders. In connection therewith, Manitex intends to file relevant materials with the
This communication may be deemed to be solicitation material in respect of the proposed merger contemplated by the Merger Agreement.
CERTAIN INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION
Manitex, Tadano and certain of their directors, executive officers and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding Manitex’s directors and executive officers is contained in Manitex’s definitive proxy statement on Schedule 14A for the 2024 annual meeting of shareholders, filed with the SEC on April 29, 2024, the proxy statement supplement, which was filed with the SEC on June 18, 2024, and Manitex’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024 and in subsequent documents filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct or indirect interests, by security holdings or otherwise, will be included in the definitive proxy statement, Schedule 13e-3 and other relevant documents filed with the SEC regarding the proposed merger, if and when they become available. Free copies of these materials may be obtained as described in the preceding paragraph.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, including statements concerning the Company’s plans, objectives, goals, beliefs, strategy and strategic objectives, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, as well as statements related to the expected timing, completion, financial benefits, and other effects of the proposed merger, may be forward-looking statements. These statements are based on current expectations of future events and may include words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions. Such statements are based on current plans, estimates, expectations and assumptions and involve a number of known and unknown risks, uncertainties and other factors that could cause the Company’s future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Risks and uncertainties include, but are not limited to: (i) the risk that the proposed merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of its common stock, (ii) the failure to satisfy the conditions to the consummation of the proposed merger, including the adoption of the Merger Agreement by the shareholders of the Company, and the receipt of certain governmental and regulatory approvals in a timely manner or at all or that such approvals may be subject to conditions that are not anticipated, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed merger on the Company’s business relationships, operating results and business generally, (v) the risk that the proposed merger disrupts the Company’s current plans and operations and potential difficulties in the Company’s employee retention as a result of the proposed merger, (vi) the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement or the proposed merger, (vii) the risk that the proposed merger and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel and to maintain relationships with customers, vendors, employees, shareholders and other business partners and on its operating results and business generally, (viii) the risk that the Company’s business and/or Tadano’s business will be adversely impacted during the pendency of the acquisition, (ix) risks related to financial community and rating agency perceptions of the Company or Tadano or their respective businesses, operations, financial condition and the industry in which they operate, (x) risks related to disruption of management attention from ongoing business operations due to the proposed merger, (xi) risks related to the potential impact of general economic, political and market factors on the Company, Tadano or the proposed merger and (xii) expected cost savings, synergies and other financial benefits from the proposed merger not being realized within the expected time frames and costs or difficulties relating to integration matters being greater than expected. The foregoing list of risk factors is not exhaustive. Readers are advised to carefully consider the foregoing risk factors and the other risks and uncertainties that affect the businesses of the Company described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024; Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, filed on May 2, 2024, and June 30, 2024, filed on August 7, 2024; and other reports and documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these filings are available online at https://www.manitexinternational.com/sec-filing/. Although the Company believes that these statements are based upon reasonable assumptions, it cannot guarantee future results. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as otherwise required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240911064862/en/
IR
Paul Bartolai or Noel Ryan
MNTX@val-adv.com
Source: Manitex International, Inc.
FAQ
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