Terex to Acquire A.S.V., Inc., Maker of Compact Track Loaders
January 14 2008 - 7:30AM
Business Wire
Terex Corporation (NYSE: TEX) today announced that it has reached a
definitive agreement to acquire A.S.V., Inc. (NASDAQ: ASVI) through
a tender offer followed by a merger. Headquartered in Grand Rapids,
Minnesota, ASV is a manufacturer of compact rubber track loaders
and related accessories, undercarriages and traction products. The
transaction is valued at approximately $488 million, or $18 per
fully diluted share of ASV common stock, and is subject to the
valid tender of a majority of ASV�s fully diluted common shares,
regulatory approvals and other customary conditions. Terex expects
the transaction to close by the end of the first quarter of 2008.
�ASV is a leader in compact track loader technology and with the
global reach of Terex, we see tremendous opportunity for expanding
ASV product sales,� said Ronald M. DeFeo, Terex Chairman and Chief
Executive Officer. �The ASV acquisition is an excellent strategic
and cultural fit and provides a great addition to our product
offerings as Terex continues to grow as a global construction
equipment manufacturer. From a financial perspective, we expect
that ASV will add approximately $220-250 million in sales on a 2008
full-year basis and we are confident that this acquisition will
enhance future earnings growth potential for Terex.� A simultaneous
webcast of a conference call with analysts and institutional
investors covering the facts and merits of the ASV transaction will
be held today at 1:00 p.m. EST and archived for future reference,
including a supporting slide presentation. The webcast can be
accessed in listen-only mode through the investor relations section
of www.terex.com. This webcast and conference call will not include
comment on 2007 results or 2008 earnings guidance. Details for
analysts and institutional investors on dial-in instruction for the
call are provided towards the end of this release. ASV compact
track loaders feature a patent-protected undercarriage and exert
one tenth the ground pressure of a skid steer loader, resulting in
much less ground or turf damage during work. In addition, compact
track loaders offer increased traction and greater stability. ASV
compact track loaders will join an existing Terex compact equipment
range of backhoe-loaders, mini excavators, compact wheel loaders,
site dumpers, compaction rollers, light towers, generators and
telehandlers. �This combination with Terex is a perfect fit for
ASV,� said Richard A. Benson, Chairman and CEO of ASV. �We gain
access to the resources and know-how of a much larger company with
a very impressive global footprint. ASV will have access to a
broader product line and our production facilities could benefit
significantly from the incremental volume of Terex machines. The
timetable for meeting ASV�s strategic priorities is accelerated
considerably by the merger, which is a big plus for employees,
dealers and the communities in which we do business. Caterpillar
Inc. (NYSE:CAT) a large ASV customer and owner of 23.5% of ASV
shares, has indicated its support for the merger.� �We are truly
excited to welcome ASV, its team members and distributors to the
Terex Construction family,� said Robert Isaman, President, Terex
Construction. �There is no question that our combination with ASV
represents a great step forward for both companies and that our
customers in the construction, landscaping and homeowners with
acreage segments will be the ultimate beneficiaries of our expanded
product offerings.� Call Details The conference call covering the
facts and merits of the ASV transaction will be held today at 1:00
p.m. EST. Ronald M. DeFeo, Chairman and CEO, will host the call. To
access the call, call (877) 726-6603 least 10 minutes before the
call is scheduled to begin. To accommodate our audiences in earlier
time zones or anyone unable to listen, there will be a replay of
the teleconference. The replay will be available shortly after the
conclusion of the call and can be accessed until Monday, January
21, 2008 at 5:00 p.m. EST. To access the replay, please call (800)
642-1687 and enter conference id #31122374. International
participants should call (706) 634-5517 at least 15 minutes before
the start of the conference call. To access the replay, please call
(706) 645-9291 and enter conference id #31122374. About Terex Terex
Corporation is a diversified global manufacturer with 2006 net
sales of $7.6 billion. Terex operates in five business segments:
Aerial Work Platforms, Construction, Cranes, Materials Processing
& Mining, and Roadbuilding, Utility Products and Other. Terex
manufactures a broad range of equipment for use in various
industries, including the construction, infrastructure, quarrying,
surface mining, shipping, transportation, refining, and utility
industries. Terex offers a complete line of financial products and
services to assist in the acquisition of Terex equipment through
Terex Financial Services. More information on Terex can be found at
www.terex.com. About ASV ASV, Inc. designs, manufactures and sells
rubber track machines and related components, accessories, and
attachments. Its purpose-built chassis and patented rubber track
undercarriage technology are unique and lead all rubber track
loaders in innovation and performance. ASV products are able to
traverse nearly any terrain with minimal damage to the ground,
making them effective in markets such as construction, landscaping,
forestry and agriculture. ASV�s wholly-owned subsidiary Loegering
Mfg., Inc. designs, manufactures and sells traction products and
attachments for the skid-steer industry. For more information,
visit ASV�s website at http://www.asvi.com/ or Loegering�s website
at http://www.loegering.com/. Goldman, Sachs & Co. acted as
financial advisor to ASV on this transaction. Forward Looking
Statements This press release contains forward-looking information
based on the current expectations of Terex Corporation and A.S.V,
Inc. Because forward-looking statements involve risks and
uncertainties, actual results could differ materially. Such risks
and uncertainties, many of which are beyond the control of Terex
and ASV, include those factors that are more specifically set forth
in the public filings of Terex and ASV with the Securities and
Exchange Commission. Actual events or the actual future results of
Terex and ASV may differ materially from any forward looking
statement due to those and other risks, uncertainties and
significant factors. The forward-looking statements speak only as
of the date of this press release. Terex and ASV expressly disclaim
any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statement included in this press
release to reflect any changes in expectations with regard thereto
or any changes in events, conditions, or circumstances on which any
such statement is based. Important Notice This press release is for
informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any of ASV's common shares. The
tender offer described herein has not yet been commenced. On the
commencement date of the tender offer, an offer to purchase, a
letter of transmittal and related documents will be filed with the
Securities and Exchange Commission, will be mailed to shareholders
of record and will also be made available for distribution to
beneficial owners of common shares. The solicitation of offers to
buy ASV common shares will only be made pursuant to the offer to
purchase, the letter of transmittal and related documents. When
they are available, shareholders should read those materials
carefully because they will contain important information,
including the various terms of, and conditions to, the tender
offer. When they are available, shareholders will be able to obtain
the offer to purchase, the letter of transmittal and related
documents without charge from the Securities and Exchange
Commission's Website at www.sec.gov or from the information agent
that we select. Shareholders are urged to read carefully those
materials when they become available prior to making any decisions
with respect to the tender offer. ASV will file a
solicitation/recommendation statement with the SEC in connection
with the tender offer, and, if required, will file a proxy
statement or information statement with the SEC in connection with
the second-step merger. Shareholders are strongly advised to read
these documents if and when they become available because they will
contain important information about the tender offer and the
proposed merger. Shareholders would be able to obtain a free copy
of the solicitation/recommendation statement and the proxy
statement or information statement as well as other filings
containing information about ASV, the tender offer and the merger,
if and when available, without charge, at the SEC's Internet site
(http://www.sec.gov). In addition, copies of the
solicitation/recommendation statement, the proxy statement or
information statement and other filings containing information
about ASV, the tender offer and the merger may be obtained, if and
when available, without charge, by directing a request to A.S.V.,
Inc., Attention: Investor Relations, 840 Lily Lane, P.O. Box 5160,
Grand Rapids, MN 55744, by phone at 218-327-5367, or on ASV's'
Internet site at http://www.asvi.com.
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