Filed by The Shyft
Group, Inc.
(Commission File No.:
001-33582)
Pursuant to Rule 425
of the Securities Act of 1933
Subject Company: The
Shyft Group, Inc.
(Commission File No.:
001-33582)
On December 16, 2024, John Dunn,
President and Chief Executive Officer of The Shyft Group, Inc. (“Shyft”), made the following communication to Shyft’s
suppliers regarding Shyft’s proposed merger with Aebi Schmidt Holding AG (“Aebi Schmidt”).
Supplier Note
Dear [NAME/Valued Supplier],
I wanted to reach out to share some great
news with you. Today, Shyft announced that it has reached an agreement to merge with Aebi Schmidt, a Switzerland-based specialty vehicles
leader with a proven history of customer-focus and operational excellence. With Aebi Schmidt, we will create a stronger specialty vehicles
company with a broader suite of products and solutions better positioned to address the evolving needs of customers.
This merger will strengthen Shyft’s
platform with Aebi Schmidt’s highly complementary product suite to provide customers with a more diverse portfolio of leading brands
and premium products and services. In addition, we will enhance our ability to deliver value as we will have an expanded production footprint,
sales distribution capabilities, innovative solutions, and in-house manufacturing of key vehicle components, creating a stronger company
with more opportunities to grow our partnerships with suppliers like you.
This is great news for Shyft and our
partnership with you but today’s announcement is just the first step in the process. Right now, nothing changes, including any
existing contracts and agreements. Until the transaction closes – which we expect will happen by mid-2025 – it’s business
as usual and both companies will operate separately.
I will remain your point of contact and
am available to answer questions you may have. We are committed to keeping you updated, as appropriate, as we move through this process
and will communicate any relevant changes to ensure business continuity. As a key partner, we wanted to personally make you aware of
this exciting announcement, and we look forward to continuing to work with you in the years to come. Thank you for your continued support.
Sincerely,
[NAME]
No offer or solicitation
This communication is for informational
purposes only and is not intended to and shall not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell,
any securities, or a 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 U.S. Securities Act of 1933, as
amended (“Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration
requirements.
Participants in the Solicitation
Shyft, Aebi Schmidt and certain of their
respective directors and executive officers and other members of their respective management and employees may be deemed to be participants
in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules
of the Securities and Exchange Commission (“SEC”), be deemed participants in the solicitation of proxies in connection
with the proposed transaction, including a description of their direct or indirect interests in the transaction, by security holdings
or otherwise, will be set forth in the combined proxy statement/prospectus and other relevant materials when it is filed with the SEC.
Information regarding the directors and executive officers of Shyft is contained in the sections entitled “Election of Directors”
and “Ownership of Securities” included in Shyft’s proxy statement for the 2024 annual meeting of stockholders,
which was filed with the SEC on April 3, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/743238/000114036124017592/ny20010675x1_def14a.htm)
and in the section entitled “Directors, Executive Officers and Corporate Governance” included in Shyft’s Annual
Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 22, 2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/743238/000143774924005136/shyf20231231c_10k.htm), and certain of its Current Reports
filed on Form 8-K. These documents can be obtained free of charge from the sources indicated below.
Additional information and where
to find it
Aebi Schmidt will file a registration
statement on Form S-4 with the SEC in connection with the proposed transaction. The Form S-4 will contain a combined proxy statement/prospectus
of Shyft and Aebi Schmidt. Aebi Schmidt and Shyft will prepare and file the combined proxy statement/prospectus with the SEC and Shyft
will mail the combined proxy statement/prospectus to its stockholders and file other documents regarding the proposed transaction with
the SEC. This communication is not a substitute for any registration statement, proxy statement/prospectus or other documents that may
be filed with the SEC in connection with the proposed transaction. INVESTORS SHOULD READ THE COMBINED PROXY STATEMENT/PROSPECTUS WHEN
AVAILABLE AND SUCH OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THE COMBINED PROXY STATEMENT/PROSPECTUS AND SUCH DOCUMENTS, BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE PROPOSED TRANSACTION,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The Form S-4, the combined proxy statement/prospectus and all other documents filed with
the SEC in connection with the transaction will be available when filed free of charge on the SEC’s web site at www.sec.gov. Copies
of documents filed with the SEC by Shyft will be made available free of charge on Shyft’s investor relations website at https://theshyftgroup.com/investor-relations/.
Forward-Looking Statements
Certain statements in this Current Report
on Form 8-K are forward-looking statements. In some cases, Shyft has identified forward-looking statements by such words or phrases as
“will likely result,” “is confident that,” “expect,” “expects,” “should,”
“could,” “may,” “will continue to,” “believe,” “believes,” “anticipates,”
“predicts,” “forecasts,” “estimates,” “projects,” “potential,” “intends”
or similar expressions identifying “forward-looking statements”, including the negative of those words and phrases. Such
forward-looking statements are based on management’s current views and assumptions regarding future events, future business conditions
and the outlook for Shyft based on currently available information. These forward-looking statements may include projections of Shyft’s
future financial performance, Shyft’s anticipated growth strategies and anticipated trends in Shyft’s business. These statements
are only predictions based on management’s current expectations and projections about future events. These statements involve known
and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels
of activity, performance or achievements expressed or implied by any forward-looking statement and may include statements regarding the
expected timing and structure of the proposed transaction; the ability of the parties to complete the proposed transaction considering
the various closing conditions; the expected benefits of the proposed transaction, such as improved operations, enhanced revenues and
cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; the competitive ability
and position of the combined company following completion of the proposed transaction; and anticipated growth strategies and anticipated
trends in Shyft’s, Aebi Schmidt’s and, following the completion of the proposed transaction, the combined company’s
business.
Additional factors that could cause actual
results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements
expressed or implied by the forward-looking statements include, among others, the non-satisfaction or non-waiver, on a timely basis or
otherwise, of one or more closing conditions to the proposed transaction; the prohibition or delay of the consummation of the proposed
transaction by a governmental entity; the risk that the proposed transaction may not be completed in the expected time frame; unexpected
costs, charges or expenses resulting from the proposed transaction; uncertainty of the expected financial performance of the combined
company following completion of the proposed transaction; failure to realize the anticipated benefits of the proposed transaction, including
as a result of delay in completing the proposed transaction or integration; the ability of the combined company to implement its business
strategy; difficulties and delays in achieving revenue and cost synergies of the combined company; inability to retain and hire key personnel;
negative changes in the relationships with major customers and suppliers that adversely affect revenues and profits; disruptions to existing
business operations; the occurrence of any event that could give rise to termination of the proposed transaction; potential litigation
in connection with the proposed transaction or other settlements or investigations that may affect the timing or occurrence of the contemplated
transaction or result in significant costs of defense, indemnification and liability; risks related to ownership of Aebi Schmidt common
stock; uncertainty as to the long-term value of the combined company’s common stock; and the diversion of Shyft’s and Aebi
Schmidt’s management’s time on transaction-related matters. These risks, as well as other risks associated with the businesses
of Shyft and Aebi Schmidt, will be more fully discussed in the combined proxy statement/prospectus. Although management believes the
expectations reflected in the forward-looking statements are reasonable, Shyft cannot guarantee future results, level of activity, performance
or achievements. Moreover, neither management, Shyft nor any other person assumes responsibility for the accuracy and completeness of
any of these forward-looking statements. Shyft wishes to caution readers not to place undue reliance on any such forward-looking statements,
which speak only as of the date made. Shyft is under no duty to and specifically declines to undertake any obligation to publicly revise
or update any of these forward-looking statements after the date of this communication to conform its prior statements to actual results,
revised expectations or to reflect the occurrence of anticipated or unanticipated events.
Additional information concerning these
and other factors that may impact Shyft’s and Aebi Schmidt’s expectations and projections can be found in Shyft’s periodic
filings with the SEC, including Shyft’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and any subsequent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Shyft’s SEC filings are available publicly on the SEC’s website
at www.sec.gov.
Shyft (NASDAQ:SHYF)
Historical Stock Chart
From Nov 2024 to Dec 2024
Shyft (NASDAQ:SHYF)
Historical Stock Chart
From Dec 2023 to Dec 2024
