Manitou acquires 89% of common stock in Gehl

By Maria Hadlow21 October 2008

Manitou in friendly tender to buy outstanding Gehl shares

Manitou in friendly tender to buy outstanding Gehl shares

Manitou has acquired nearly 9 million Gehl shares which together with its existing shares in the company gives Manitou 89% of the outstanding and fully diluted shares of common stock in Gehl.

The initial offering period for Gehl shares, tendered by Manitou's fully owned subsidiary Tenedor expired at 5pm New York City time on Monday 20 October 2008. At that time share holders of Gehl had validly tendered 8988693 Gehl shares, which together with the 1748046 already owned by Manitou represents 89% of Gehl common stock.

In an effort to acquire the remaining shares of Gehl common stock, Tenedor has started a subsequent offering period to permit shareholders who have not yet tendered their shares the opportunity to do so. This period will expire at 12 noon New York City time on Friday 24 October 2008 unless further extended. The same price of $30 per share as offered originally will be paid.

It is Manitou's intension to merge Tenedor and Gehl: Gehl will become a wholly owned subsidiary of Manitou. In the merger Tenedor will acquire all other Gehl shares, apart from those to which holders properly exercise appraisal rights, at $30 per share.

Manitou wants to complete the merger as quickly as possible and because Manitou and Tenedor wil own more than two thirds of the outstanding shares in Gehl after Tenedor's purchase of the accepted shares, Manitou and Tendor will control the necessary votes to assure shareholder approval of the merger. If in the subsequent offering period Manitou and Tenedor acquire at least 90% of the the outstanding Gehl sthares, the merger will go ahead without the need for a meeting of Gehl's shareholders.

Gehl is an US specialist in compact equipment, particularly for the construction and agriculture markets, producing telehandlers and skid steer loaders and other equipment. The company has two strong trademarks, Gehl and Mustang, and 2007 revenues were $458 million (€ 324 million).

Manitou's relationship with Gehl dates from July 2004 when agreements were signed for symmetrical cross-selling of telehandlers in the US and granting Gehl a license to manufacture Manitou telehandlers in the US. Reinforcement of these agreements was sealed with Manitou's 14.9% equity investment in Gehl (14.4% as of June 2008).

The relationship between the companies has strengthened and, in acquiring the outstanding shares, Manitou expects to establish global leadership in the rough terrain material handling equipment sector by building a presence in the US. The acquisition also creates a company of an appropriate size to serve US rental companies.

The broader product offering, with the inclusion of Gehl's skid steer loaders, where the company holds a strong market position; synergy of activities such as R&D, manufacturing and distribution networks and the optimisation of purchasing; add to the strategic benefits.

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