ASV and Yanmar sign definitive merger agreement
ASV Holdings, Inc., a leading provider of rubber-tracked compact track loaders (CTLs) and wheeled skid steer loaders (SSLs) in the compact construction equipment market has announced that it has entered into a definitive merger agreement with an affiliate of Yanmar Holdings (Yanmar).
Under the terms of the agreement, which been approved by both the ASV and Yanmar Boards of Directors, ASV stockholders will receive $7.05 in cash for each outstanding share of ASV common stock, for a total value of $70.7 million. The ASV Board of Directors unanimously approved the agreement with Yanmar and recommends that ASV stockholders vote in favour of the transaction.
The combination of ASV’s compact track loaders and skid steer loaders with the compact equipment portfolio of Osaka, Japan-based Yanmar, creates a comprehensive and global provider of compact equipment with virtually no overlap in distribution networks. The ASV employee base, its manufacturing and distribution facility, international distribution network and supply chain creates a strong platform for North American expansion and will be a key part of Yanmar’s long-term international growth plans.
The transaction is subject to approval by ASV stockholders and other customary closing conditions and is expected to close in the third quarter of 2019. In conjunction with the Merger Agreement, a subsidiary of Terex Corporation (NYSE: TEX), which owns 34% of the outstanding shares of ASV, has entered into a stockholder voting agreement in support of the Merger.
Andrew Rooke, Chairman and C.E.O. of ASV commented, “We are excited to announce this value-maximizing transaction with Yanmar. Yanmar is a strong strategic buyer for ASV. Yanmar shares our vision to provide the highest-quality products, values the long legacy of ASV and is committed to supporting its employees and distribution partners. In addition to maximizing value for ASV stockholders, the merger will create a strong platform for growth and expansion, bringing together two leading brands with similar cultures and creating value. The ASV product is complimentary to the Yanmar portfolio of compact equipment creating a comprehensive equipment solution for current and future customers. Yanmar Compact Equipment will gain its only manufacturing facility in North America, here in Grand Rapids, Minnesota, and will contribute its considerable global presence and financial strength, making way for continued product development and innovation within the track loader and compact construction equipment category for years to come.”
Mr. Giuliano Parodi, Executive Officer of Yanmar Holdings, stated: “We believe that the ASV acquisition will significantly bolster Yanmar’s Compact Equipment offerings in the loader segment, a product range vital for success in the all-important North American market.” Mr. Parodi added, “With its highly-skilled workforce and quality CTL/SSL lineup, ASV is a great fit for both Yanmar’s focus on quality, and our growth and expansion plans in the North American and global markets as it will create a comprehensive and global provider of Compact Equipment with virtually no overlap in distribution networks.”
In connection with the proposed merger, ASV plans to file with the Securities and Exchange Commission (“SEC”) and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction.
Investors and security holders may obtain a free copy of the proxy statement and other documents that ASV files with the SEC (when available) from the SEC’s website and the “Investor Relations” section of ASV’s website. In addition, the proxy statement and other documents filed by ASV with the SEC (when available) may be obtained from ASV free of charge by directing a request to Investor Relations, ASV Holdings, Inc., 840 Lily Lane, Grand Rapids, MN, 55744.
With beginnings in Osaka, Japan, in 1912, Yanmar was the first to succeed in making a compact diesel engine of a practical size in 1933. Then, with industrial diesel engines as the cornerstone of its enterprise, Yanmar has continued to expand its product range, services, and expertise to deliver total solutions as an industrial equipment manufacturer. As a provider of small and large engines, agricultural machinery and facilities, construction equipment, energy systems, marine equipment, machine tools, and components, Yanmar’s global business operations span seven domains.
On land, at sea, and in the city, Yanmar’s mission of “providing sustainable solutions focused on the challenges customers face, in food production and harnessing power, thereby enriching people’s lives for all our tomorrows” is a testament to Yanmar’s determination to provide us with “A Sustainable Future.”
