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Manitex International Enters Into Definitive Agreement to Be Acquired by Tadano for $5.80 Per Share

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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 societ脿 dell'11 settembre 2024.

L'acquisizione 猫 destinata a fornire a Manitex scala, una portata internazionale pi霉 ampia e accesso a tecnologie e sinergie produttive. La transazione, approvata all'unanimit脿 dal Consiglio di Amministrazione di Manitex, 猫 prevista per chiudere all'inizio del primo trimestre del 2025, soggetta all'approvazione degli azionisti e delle autorit脿 di regolamentazione.

Manitex International (NASDAQ: MNTX), un proveedor l铆der de equipos industriales especializados, ha firmado un acuerdo definitivo para ser adquirida por Tadano en una transacci贸n totalmente en efectivo. El acuerdo valora a Manitex con un valor de capital de 123 millones de d贸lares y un valor total de la transacci贸n de 223 millones de d贸lares, incluidos los deudas pendientes. Los accionistas de Manitex recibir谩n 5,80 d贸lares por acci贸n en efectivo, lo que representa un premio del 52,2% sobre el precio de cierre de la acci贸n de la empresa del 11 de septiembre de 2024.

Se espera que la adquisici贸n proporcione a Manitex escala, un alcance internacional m谩s amplio y acceso a tecnolog铆as y sinergias de producci贸n. La transacci贸n, aprobada un谩nimemente por la Junta Directiva de Manitex, se anticipa que se cierre a principios del primer trimestre de 2025, sujeta a la aprobaci贸n de accionistas y reguladores.

Manitex International (NASDAQ: MNTX), 鞝勲 靷办梾 鞛ル箘鞚 靹犽弰鞝侅澑 瓿店笁鞐呾泊電 Tadano鞐 鞚胳垬霅橂姅 斓滌 瓿勳暯鞚 觳搓舶頄堨姷雼堧嫟 順勱笀 瓯半灅搿. 鞚 瓯半灅電 Manitex鞚 鞛愲掣 臧旃橂ゼ 1鞏 2,300毵 雼煬 氚 齑 瓯半灅 臧旃橂ゼ 2鞏 2,300毵 雼煬搿 韽夑皜頃橂┌, 氙戈舶鞝 攵毂勱皜 韽暔霅╇媹雼. Manitex 欤检<霌れ潃 欤茧嫻 5.80 雼煬 順勱笀鞚 靾橂牴頃橁矊 霅橂┌, 鞚措姅 須岇偓鞚 2024雲 9鞗 11鞚 膦呺 欤缄皜鞐 雽頃 52.2%鞚 頂勲Μ氙胳梽鞛呺媹雼.

鞚措矆 鞚胳垬電 Manitex鞐愱矊 攴滊, 雿 雱撿潃 甑牅 氩旍渼, 攴鸽Μ瓿 旮办垹 氚 靸濎偘 鞁滊剤歆鞐 雽頃 鞝戧芳鞚 鞝滉车頃 瓴冹溂搿 鞓堨儊霅╇媹雼. Manitex 鞚挫偓須岇棎 鞚橅暣 毵岇灔鞚检箻搿 鞀轨澑霅 鞚 瓯半灅電 2025雲 1攵勱赴 齑堨棎 毵堦皭霅 瓴冹溂搿 鞓堨儊霅橂┌, 欤检< 氚 攴滌牅 旮瓣磤鞚 鞀轨澑鞚 氚涥赴 鞙勴暣靹滌瀰雼堧嫟.

Manitex International (NASDAQ: MNTX), un fournisseur leader d'茅quipements industriels sp茅cialis茅s, a conclu un accord d茅finitif pour 锚tre acquis par Tadano dans le cadre d'une transaction enti猫rement en esp猫ces. L'accord valorise Manitex 脿 une valeur d'茅quit茅 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 esp猫ces, repr茅sentant une prime de 52,2% par rapport au prix de cl么ture de l'action de l'entreprise le 11 septembre 2024.

L'acquisition devrait permettre 脿 Manitex d'obtenir une 茅chelle, un champ d'action international plus large et un acc猫s aux technologies et aux synergies de production. La transaction, approuv茅e 脿 l'unanimit茅 par le conseil d'administration de Manitex, devrait se finaliser au d茅but du premier trimestre 2025, sous r茅serve de l'approbation des actionnaires et des r茅glementations.

Manitex International (NASDAQ: MNTX), ein f眉hrender Anbieter von spezialisierten Industrieanlagen, hat ein endg眉ltiges Abkommen zur 脺bernahme durch Tadano in einer Barkauftransaktion getroffen. Der Deal bewertet Manitex mit einem Eigenkapitalwert von 123 Millionen Dollar und einem Gesamttransaktionswert von 223 Millionen Dollar, einschlie脽lich ausstehender Schulden. Manitex-Aktion盲re erhalten 5,80 Dollar pro Aktie in bar, was einen Pr盲mie von 52,2% 眉ber dem Schlusskurs der Aktie des Unternehmens am 11. September 2024 darstellt.

Die 脺bernahme soll Manitex Skaleneffekte, ein breiteres internationales Spektrum und Zugang zu Technologie und Produktionssynergien erm枚glichen. Die Transaktion, die einstimmig vom Vorstand von Manitex genehmigt wurde, wird voraussichtlich zu Beginn des ersten Quartals 2025 abgeschlossen, vorbehaltlich der Genehmigungen von Aktion盲ren und Regulierungsbeh枚rden.

Positive
  • 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
Negative
  • 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 $5.80 per share offer represents a substantial 52.2% premium over the recent closing price, providing immediate value to shareholders. The total transaction value of $223 million, including debt, indicates Tadano's strong commitment to expanding its market presence. This move could potentially lead to increased market share and improved competitiveness in the specialized industrial equipment sector.

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 52.2% premium offered might help mitigate potential shareholder litigation risks often associated with M&A deals. It's important to closely examine the terms of the Merger Agreement, particularly any provisions related to potential competing offers or break-up fees. The expected closing timeline of early Q1 2025 allows sufficient time for regulatory reviews, but any unexpected regulatory hurdles could potentially delay or impact the deal's completion. Shareholders and investors should carefully review the forthcoming Form 8-K for a comprehensive understanding of their rights and the transaction's conditions.

BRIDGEVIEW, Ill.--(BUSINESS WIRE)-- Manitex International, Inc. (NASDAQ: MNTX) (鈥淢anitex鈥 or the 鈥淐ompany鈥), a leading international provider of truck cranes, specialized industrial equipment, and construction equipment rental solutions to infrastructure and construction markets, today announced that it has entered into a definitive agreement to be acquired by Tadano Ltd. (鈥淭adano鈥) in an all-cash transaction at an equity value of $123 million and total transaction value of $223 million, including outstanding debt.

Under the terms of the transaction, Manitex shareholders will receive $5.80 per share in cash, which represents a premium of approximately 52.2% over the Company鈥檚 closing share price of $3.81 on September 11, 2024, the last full trading day before announcement of the transaction, and a premium of approximately 47.9% to the 30-day volume weighted average price of Manitex's shares through September 11, 2024. Upon completion of the transaction, Manitex鈥檚 shares will no longer trade on NASDAQ or any other public market.

鈥淲e 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,鈥 said David Langevin, Executive Chairman of the Board of Manitex. 鈥淭he Board鈥檚 decision follows careful evaluation of the transaction and a comprehensive strategic review process that began in late 2023.鈥

鈥淥ur expanded partnership with Tadano represents a new and exciting chapter for our employees and our customers,鈥 said Michael Coffey, CEO of Manitex. 鈥淭he 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.鈥

TRANSACTION APPROVAL AND TIMING

The transaction was unanimously approved by Manitex鈥檚 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 鈥淢erger Agreement鈥), please see Manitex鈥檚 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 North America and Europe, distributing through independent dealers worldwide. Our brands include Manitex, PM, Oil & Steel, Valla, and Rabern Rentals.

ABOUT TADANO

Since Tadano developed Japan鈥檚 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 鈥 Safety, Quality, and Efficiency Based on Compliance (C+SQE) 鈥 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 the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

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 (鈥淢erger Sub鈥), whereby Merger Sub shall be merged with and into Manitex (the 鈥減roposed merger鈥), 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 U.S. Securities and Exchange Commission (the 鈥淪EC鈥), including a definitive proxy statement on Schedule 14A (the 鈥渄efinitive proxy statement鈥) which will be mailed or otherwise disseminated to Manitex鈥檚 shareholders when it becomes available, together with a proxy card, and a transaction statement on Schedule 13e-3 that will be filed jointly with Tadano. Manitex and Tadano may also file other relevant documents with the SEC regarding the proposed merger. INVESTORS AND SHAREHOLDERS ARE URGED, PRIOR TO MAKING ANY INVESTMENT OR VOTING DECISION, TO READ THE DEFINITIVE PROXY STATEMENT, SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Shareholders may obtain free copies of the definitive proxy statement, any amendments or supplements thereto, the Schedule 13e-3 filing and other documents containing important information about Manitex, Tadano and the proposed merger, once such documents are filed with the SEC, through the website maintained by the SEC at . Free copies of the documents filed with the SEC can also be obtained on Manitex鈥檚 website at or by contacting Manitex鈥檚 Corporate Secretary at (708) 237-2052 or InvestorCom LLC, Manitex鈥檚 proxy solicitor, at (877) 972-0090 or proxy@investor-com.com.

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鈥檚 directors and executive officers is contained in Manitex鈥檚 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鈥檚 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鈥檚 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 鈥渁nticipate,鈥 鈥渆stimate,鈥 鈥減lan,鈥 鈥減roject,鈥 鈥渃ontinuing,鈥 鈥渙ngoing,鈥 鈥渆xpect,鈥 鈥渂elieve,鈥 鈥渋ntend,鈥 鈥渕ay,鈥 鈥渨ill,鈥 鈥渟hould,鈥 鈥渃ould,鈥 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鈥檚 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鈥檚 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鈥檚 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鈥檚 business relationships, operating results and business generally, (v) the risk that the proposed merger disrupts the Company鈥檚 current plans and operations and potential difficulties in the Company鈥檚 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鈥檚 business and/or Tadano鈥檚 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 鈥淩isk Factors鈥 section of the Company鈥檚 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 . 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.

IR

Paul Bartolai or Noel Ryan

MNTX@val-adv.com

Source: Manitex International, Inc.

FAQ

What is the acquisition price per share for Manitex International (MNTX)?

Tadano has agreed to acquire Manitex International (MNTX) for $5.80 per share in cash.

What is the total value of the Tadano-Manitex (MNTX) acquisition deal?

The total transaction value is $223 million, including an equity value of $123 million and outstanding debt.

When is the Tadano acquisition of Manitex International (MNTX) expected to close?

The acquisition is expected to close early in the first quarter of 2025, subject to shareholder and regulatory approvals.

What premium does the Tadano offer represent for Manitex (MNTX) shareholders?

The offer represents a 52.2% premium over Manitex's closing share price on September 11, 2024.

Will Manitex International (MNTX) remain a publicly traded company after the Tadano acquisition?

No, upon completion of the transaction, Manitex's shares will no longer trade on NASDAQ or any other public market.

Manitex International, Inc.

NASDAQ:MNTX

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Farm & Heavy Construction Machinery
Special Industry Machinery, Nec
United States of America
BRIDGEVIEW