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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 13, 2025

 

 

THE SHYFT GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Michigan 001-33582 38-2078923

(State or Other Jurisdiction

of Incorporation)

(Commission File No.)

(IRS Employer

Identification No.)

 

41280 Bridge Street, Novi, Michigan 48375
(Address of Principal Executive Offices) (Zip Code)

 

(517) 543-6400

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common stock   SHYF   The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing by The Shyft Group, Inc., a Michigan corporation (the “Company” or “Shyft”), under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

 

 

Item 7.01 Regulation FD Disclosure.

 

On January 13, 2025, the Company released an investor presentation (the “Investor Presentation”) to shareholders, which includes supplemental information regarding the Company’s proposed merger, previously announced on December 16, 2024, with an indirect, wholly owned subsidiary of Aebi Schmidt Group AG, a Switzerland Aktiengesellschaft (“Aebi Schmidt”), pursuant to that certain Agreement and Plan of Merger, dated as of December 16, 2024, by and among, the Company, Aebi Schmidt and certain other parties thereto. The Company intends to use the Investor Presentation from time to time, in whole or in part, and potentially with certain modifications, in investor communications, meetings and conferences with current and potential investors, analysts and others. A copy of the Investor Presentation is attached hereto as Exhibit 99.2 and is also available on the Company’s investor relations website, https://theshyftgroup.com/investor-relations, under the “Investor Presentations” tab and the “Resources” page of the Company’s dedicated website for the proposed merger, aspecialtyvehiclesleader.com, under the “Presentations” heading.

 

On January 13, 2025, the Company and Aebi Schmidt issued a joint press release regarding the Investor Presentation. The press release is attached hereto as Exhibit 99.1. and is also available on the Company’s investor relations website, https://theshyftgroup.com/investor-relations, under the “Press Releases” tab and the “Resources” page of the Company’s investor relations website dedicated for the proposed merger, aspecialtyvehiclesleader.com, under the “Press Releases” heading.

 

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 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.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are being filed herewith:

 

99.1   Press Release, dated as of January 13, 2025, issued by The Shyft Group, Inc. and Aebi Schmidt Group AG
99.2   Investor Communication Presentation, dated as of January 13, 2025, issued by The Shyft Group, Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

THE SHYFT GROUP, INC.

   
   

Dated: January 13, 2025

By:

/s/ Joshua A. Sherbin

 

Joshua A. Sherbin

 

Chief Legal, Administrative and Compliance Officer

 

 

 

Exhibit 99.1

 

The Shyft Group Provides Supplemental Information Reinforcing Significant Value Creation Potential of Proposed Merger with Aebi Schmidt

 

NOVI, MI, January 13, 2025 /PRNewswire/ -- The Shyft Group (NASDAQ: SHYF) (“Shyft”) today provided supplemental information in a presentation to shareholders regarding its proposed merger with Aebi Schmidt Group (“Aebi Schmidt”), previously announced on December 16, 2024. The presentation focuses on three core areas including:

 

·The Strong Long-Term Projected Pro Forma Financial Profile of the Combined Company: Including the pro forma company financial projections that informed the Board as it considered the benefits of this transaction. This includes revenue and adjusted EBITDA projections through 2028 that show the combined company is projected to deliver 2028 pro forma revenue1 of $2.7 billion, adjusted EBITDA2 of $315 million, and adjusted EBITDA margin of 12%. The combined company has a strategic vision to generate longer-term pro forma combined revenue of $3+ billion with an adjusted EBITDA margin in the mid-teens. Additionally, the presentation includes information on the implied premium of the transaction, which represents a premium to Shyft’s share price as of December 13, 2024 of approximately 30% excluding synergies, and a premium of approximately 58% including synergies, demonstrating immediate value creation for shareholders.

 

·The Board’s Thorough Process to Maximize Value for Shyft Shareholders: Including how the Board negotiated to secure Shyft’s final proposed pro forma ownership of 48%. The company also disclosed the process it undertook to assess other options to maximize value, including reaching out to six other potential strategic partners.

 

·Detail Regarding Aebi Schmidt’s Leadership Position and Proven Track Record: Including information on Aebi Schmidt’s historical financial performance and strong global business. This includes its historical revenue, EBITDA, and free cash flow performance since 2017, as well as its North American and European revenue and EBITDA projections through 2028. The presentation includes information on Aebi Schmidt’s position in key end markets and geographies and its strategic approach. Additionally, it provides detail on Aebi Schmidt’s integration of its Snow & Ice Business, Monroe Truck Equipment, and M-B Companies, highlighting its strong track record of capturing M&A value.

 

James Sharman, Chairman of the Board of Shyft, said, “The Shyft Board carefully evaluated this merger with Aebi Schmidt versus our standalone plan and other strategic options, and determined the merger is the best way to maximize value for our shareholders. The supplemental information we have provided today is the core information the Board used in making its determination, and we believe that shareholders will clearly see this transaction maximizes value.”

 

John Dunn, President and CEO of Shyft, said, “The projections we shared in this presentation demonstrate the impressive capabilities of the combined organization. With Aebi Schmidt, we are creating a premier specialty vehicles leader that will have increased scale, a broader product and service offering, and our combined industry expertise, all of which will allow us to better serve our customers. There are clear opportunities for the combined company to grow its revenue and expand margins significantly through 2028, which will deliver additional value to our shareholders.”

 

 

1 Excludes any potential Blue Arc revenue.

2 Shyft Adjusted EBITDA adjusted to exclude stock-based compensation expense; Excludes any potential Blue Arc EBITDA.

 

 

PRIVILEGED AND CONFIDENTIAL DRAFT – 1.12.25

 

Barend Fruithof, CEO of Aebi Schmidt, said, “Aebi Schmidt’s global footprint, leading brands, and diverse end markets are extremely complementary to Shyft’s operations, and this combination will drive continued growth into the future. We are excited to share more information about our strong track record, how we will continue to drive outsized growth in North America through market share gains, and our demonstrated track record of successful M&A integration. The merger of Aebi Schmidt with Shyft is a highly compelling opportunity for shareholders and will unlock significant immediate and long-term value.”

 

Transaction Website

The companies today also launched a dedicated website providing additional information on the transaction, including the presentation, which can be accessed at www.aspecialtyvehiclesleader.com.

 

Transaction Details

On December 16, 2024, Shyft and Aebi Schmidt announced a definitive agreement to combine in an all-stock merger to create a leading specialty vehicles company positioned for outsized growth. Under the terms of the agreement, each outstanding share of Shyft common stock (other than any shares of Shyft common stock held by Shyft, Aebi Schmidt or any of their subsidiaries as of immediately prior to the effective time of the merger) will be exchanged for approximately 1.04 shares of the combined company’s common stock. At closing, Shyft shareholders will own approximately 48 percent of the combined company, with Aebi Schmidt shareholders owning approximately 52 percent. The transaction, which is structured to be tax-free to Shyft shareholders, has been unanimously approved by the members of the Board of Directors present of each company.

 

The transaction is expected to close by mid-2025, subject to the satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by Shyft shareholders. Shyft and Aebi Schmidt have secured fully-committed financing of the combined company at closing.

 

Advisors

Deutsche Bank is serving as exclusive financial advisor to Shyft and provided a fairness opinion to the Board of Directors of Shyft. Davis Polk & Wardwell LLP is acting as legal advisor, with Lenz & Staehelin acting as local Swiss counsel. Alantra is serving as exclusive financial advisor to Aebi Schmidt and Wuersch & Gering and Baer & Karrer are acting as legal advisors. UBS and Zürcher Kantonalbank are providing committed debt financing to replace the existing debt of the combined company.

 

About The Shyft Group

The Shyft Group is a North American leader in specialty vehicle manufacturing, assembly, and upfit for the commercial, retail, and service specialty vehicle markets. The company brings a 50-year legacy serving its customers, which include first-to-last mile delivery companies across vocations, federal, state, and local government entities; the trades; and utility and infrastructure segments. The Shyft Group is organized into two core business units: Shyft Fleet Vehicles and Services™ and Shyft Specialty Vehicles™. Today, its family of brands include Utilimaster®, Blue Arc™ EV Solutions, Royal® Truck Body, DuraMag® and Magnum®, Strobes-R-Us, Spartan® RV Chassis, Builtmore Contract Manufacturing™, and Independent Truck Upfitters. The Shyft Group and its go-to-market brands are well known in their respective industries for quality, durability, and first-to-market innovation. The Company employs approximately 3,000 employees and contractors across 19 locations, and operates facilities in Arizona, California, Florida, Indiana, Iowa, Maine, Michigan, Missouri, Pennsylvania, Tennessee, Texas, and Saltillo, Mexico. The Company reported sales of $872 million in 2023. Learn more at TheShyftGroup.com.

 

About the Aebi Schmidt Group

The Aebi Schmidt Group is a world leading provider of smart solutions for clean and safe transportation surfaces and

 

 

PRIVILEGED AND CONFIDENTIAL DRAFT – 1.12.25

the management of challenging terrain. The group’s unique range of products includes its own vehicles and innovative attachments for custom vehicle equipment. The products, combined with customer-tailored support and service, offer the perfect solution for nearly any challenge. The globally active group is headquartered in Switzerland and achieved net revenue and an order intake of above EUR 1 billion each in 2024. It employs around 3,000 people in 16 sales organizations and more than a dozen production sites worldwide. Through established partnerships with dealers, the company is represented in 90 additional countries. Its portfolio consists of the product brands Aebi, Schmidt, Nido, Arctic, Monroe, Towmaster, Swenson, Meyer, MB, and ELP – all well-established brands in their respective markets, some for more than 100 years. Learn more at www.aebi-schmidt.com.

 

Forward-Looking Statements

Certain statements in this press release 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

 

 

PRIVILEGED AND CONFIDENTIAL DRAFT – 1.12.25

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 press release 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.

 

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

 

 

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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/.

 

Contacts

 

Shyft

 

Media

Sydney Machesky Director, Corporate Communications

The Shyft Group

Sydney.Machesky@theshyftgroup.com

586.413.4112

 

FGS Global

Jim Barron/Warren Rizzi

shyft@fgsglobal.com

 

Investors

Randy Wilson Vice President, Investor Relations and Treasury

The Shyft Group

Randy.Wilson@theshyftgroup.com

248.727.3755

 

Aebi Schmidt

Media

Thomas Schenkirsch
Head Group Strategic Development
thomas.schenkirsch@aebi-schmidt.com

Direct Phone: +41 44 308 58 55

 

 

Exhibit 99.2

 

Merger of Shyft Group and Aebi Schmidt Group January 13, 2025 World - Class Specialty Vehicles Leader Well - Positioned to Accelerate Growth and Drive Exceptional Value

 
 

Forward - Looking Statement 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 . 2

 
 

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 /ny 20010675 x 1 _def 14 a . 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 /shyf 20231231 c_ 10 k . 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/ . 3

 
 

Presenters & Agenda Transaction Overview 1 Aebi Schmidt Overview 2 Value Creation – Integration & Synergies 3 Financial Overview 4 Conclusion 5 Q&A 6 John Dunn President and CEO Barend Fruithof Group CEO Steffen Schewerda CEO, North America Jacob Farmer President, FVS & SV James Sharman Chairman of the Board Randy Wilson Vice President, Investor Relations & Treasury

 
 

+ Transaction Overview 1 Aebi Schmidt Overview 2 Value Creation – Integration & Synergies 3 Financial Overview 4 Conclusion 5 Appendix: Additional Support Information

 
 

6 Ownership 52% 48% MergeCo 2025E Pro Forma (1)(2)(3) ~$ 2.2 B Revenue (2) ~$214M Adjusted EBITDA (3) ~10% margin Scaled - up global specialty vehicles leader focused on attractive North American market, with a strong European presence Expanded portfolio, shared innovation, and deep relationships strengthen solutions for combined customer base and drive competitive growth Strong financial profile and cash flow generation supports ability to outperform market to deliver profitable growth Additional value driven by growth strategy focused on organic investments, portfolio optimization, and M&A Annual run - rate synergies of $25M – $30M by year 2 from cost optimization, operational efficiencies, cross - selling, and geographic expansion H ighly experienced management team with proven track record of operational excellence and M&A integration Ownership Combination Creates Leading Specialty Vehicles Company Positioned to Drive Outsized Growth Source: Company information; Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24) 1. 2025E figures based on Shyft Management Strategic Plan and Aebi Schmidt Management Strategic Plan as of 12/13/2024 2. Includes $50M of near - term annual run - rate revenue synergies 3. Adjusted EBITDA adjusted to exclude stock - based compensation expense; Includes total annual run - rate synergies comprised of $20M to $25M cost synergies and an additional $5M adjusted EBITDA opportunity from near - term revenue synergies Strategic vision to generate longer - term pro forma combined revenue of $3bn+ with mid - teens EBITDA margin ~75% Revenue North America, ~25% Revenue Europe & ROW

 
 

Key Transaction Highlights Leadership & Governance • Strong leadership team from both Companies • Chairman: James Sharman (Current Chairman of Shyft) • CEO: Barend Fruithof (Current CEO of Aebi Schmidt) • Execution and Integration Lead: John Dunn ( Current CEO of Shyft) • Board of Directors: 11 total Directors, including six and five nominated by Aebi Schmidt and Shyft, respectively; seven Independent Directors Transaction S tructure • All - stock merger, tax - free to Shyft shareholders • P ro Forma ownership: 48% Shyft / 52% Aebi Schmidt shareholders • NASDAQ listed and Swiss domiciled • Fully - committed refinancing of combined Company at closing Value Creation • Growth, margin and FCF (1) accretive pre - and post - EV adjustments • EPS accretive in year 1 • ROIC > WACC in year 3 • $25M – $30M annual run - rate synergies comprised of $20M – $25M cost synergies and an additional $5M EBITDA opportunity from near - term revenue synergies • Pro Forma net debt of ~$485M as of September 30, 2024 ‒ Strong FCF to pay down pro forma net debt to ~$380M and ~$265M @ December 31, 2025 and December 31, 2026, respectively ( 2) Approvals & Closing • Unanimously approved by both Companies’ Boards of Directors • Subject to customary conditions, including regulatory and Shyft shareholders’ approval • Expected closing by mid - 2025 Source: Company information 1. Free cash flow defined as Adjusted EBITDA minus capital expenditures 2. Does not include impact of transaction related costs 7

 
 

8 Shyft Transaction Negotiation and Market Check Summary Board Negotiated to Maximize Shyft Shareholders Pro Forma Ownership Shyft Board of Directors Market Check Source: Company information; Shyft market equity value as of 12/13/24 Aebi Schmidt non - binding proposal dates and proposed pro forma percentage ownership (% Shyft Shareholders / % Aebi Schmidt Shareholders): ‒ September 16, 2024: 43% / 57% ‒ October 12, 2024: 46% / 54% ‒ October 17, 2024: 47% / 53% ‒ October 18, 2024: 48% / 52% On October 30, 2024, Shyft and Aebi Schmidt reconfirmed 48% / 52% pro forma ownership subject to completion of mutual comprehensive due diligence and negotiation of a mutually agreeable merger agreement ‒ Please see pages 44 - 45 for detailed respective long - term strategic plan projections for Shyft and Aebi Schmidt ‒ Please see page 46 for a detailed summary of the relative value contribution of Shyft and Aebi Schmidt to arrive at the 48% / 52% pro forma ownership and illustrative value creation for Shyft Shareholders Transaction termination fee: ‒ $13.7m (~3% of Shyft standalone market equity market of ~$450M as of December 13, 2024) On November 1, 2024, Deutsche Bank contacted six (6) strategic parties Deutsche Bank - led market check process: ‒ Communicated Shyft evaluating transaction proposal from strategic party ‒ Open to any transaction (i.e ., structure, consideration) that maximizes value ‒ Financial sponsors not contacted given limited ability to pay Market check process results (six (6) strategic parties contacted): ‒ Two (2) parties formally declined to evaluate prior to executing NDA ‒ Four (4) parties executed NDAs, received long - term strategic plan projections and access to Shyft Management via virtual presentation and follow - up Q&A ‒ Three (3) parties formally declined to submit non - binding proposals ‒ One (1) party did not submit a non - binding proposal Indicative feedback / concerns: ‒ Shyft challenging financial performance, lower margins, business portfolio mix and cyclicality ‒ Blue Arc viability ‒ Relative value and amount of synergies

 
 

+ Combination Accelerates Shyft Strategy to Create Sustainable Value for Shyft Shareholders Advances position in high - growth commercial work truck and infrastructure end - markets while diversifying business towards other attractive markets Combines highly complementary product portfolios of leading brands and creates opportunity to cross - sell innovative solutions to customers Leverages the combined expertise, teams and footprint of Shyft and Aebi Schmidt to improve operational efficiency and drive profitability Creates stronger financial profile and increased cash generation , driving flexibility to invest for future growth, including bolt - on acquisitions Shyft Strategic Focus Areas Attractive End - Markets Enhanced Portfolio Operational Excellence Financial Strength 9 Combination is congruent with previously communicated M&A strategy to enhance strategic market and product portfolio and deliver significant long - term value to Shyft shareholders

 
 

$72 $114 $969 $1,166 ~ $50 ~$2,185 Provides Immediate, Near - Term Significant Increased Scale and Bolstered Profitability… Adjusted EBITDA margin Source: Company information; Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24). Pro Forma 2025E financials include annual run - rate synergies 1. Adjusted EBITDA adjusted to exclude stock - based compensation expense for Shyft $25 - $30 ~$214 Pro Forma Combined Pro Forma Combined Annual Run - Rate Synergies 2025E Pro Forma Adjusted EBITDA ($M) (1) ~7% ~10% ~10% 2025E Pro Forma Revenue ($M) 10 Annual Run - Rate Synergies Strategic vision to generate longer - term pro forma combined revenue of $3bn+ with mid - teens EBITDA margin 100% 48% 100% 48% Shyft Shareholder Ownership Current Pro Forma Current Pro Forma

 
 

11 2028E 2027E 2026E 2025E 2024E 2023A 2022A 12% 11% 10% 10% 9% 9% 8% Pro Forma Combined 11% 10% 10% 10% 10% 9% 7% Aebi Schmidt 11% 10% 8% 7% 9% 8% 9% Shyft (2) Source: Company information; Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24) 1. Shyft Adjusted EBITDA adjusted to exclude stock - based compensation expense; Shyft 2022A – 2024E Adj. EBITDA excludes expense rel ated to investment in Blue Arc; Shyft 2024E is pro forma adjusted with approximately $6.3M to include the full - year impact of the ITU acquisition assuming the acquisition had closed on 1/1/24; Aebi Schmidt 2024 figures include pro forma adjustment to show full year impact of Ladog acquisition assuming the acquisition had closed on January 1, 2024 2. Shyft 2022A – 2024E Adj. EBITDA calculated post add - back of Blue Arc investment expense; Includes $1M of EBITDA from Blue Arc in 2025E; Excludes any potential Blue Arc EBITDA from 2026E to 2028E Illustrative Pro Forma Adj. EBITDA ($M) (1)(2) % margin Synergies $63 $ 32 $ 46 $97 $73 $76 $72 $93 $112 $132 $59 $87 $103 $114 $130 $142 $155 $28 $28 $28 $28 $156 $160 $180 $214 $250 $281 $315 2022A 2023A 2024E 2025E 2026E 2027E 2028E … As well as Significant Increase in Long - Term Growth and Profitability… Assumes Transaction closed on January 1, 2025 Strategic vision to generate mid - teens longer - term pro forma EBITDA margin Shyft Contribution 34% 37% 40% 42%

 
 

0.9x 1.9x 0.3x 1.0x Standalone Pro Forma Standalone Pro Forma $82 $222 $91 $231 Standalone Excluding Blue Arc Pro Forma Excluding Blue Arc Standalone Including Blue Arc Pro Forma Including Blue Arc 2.6% 5.4% 5.3% 6.6% Standalone Excluding Blue Arc Pro Forma Excluding Blue Arc Standalone Including Blue Arc Pro Forma Including Blue Arc +190 bps +200 bps 12 2022A Revenue ($M) Increased Scale… …with Higher Growth Through the Cycle… …and Increased Profitability Through th e Cycle … 2022A – 2028E Revenue CAGR % 2022A – 2028E Average Adj. EBITDA (1) ($M) / Margin % …While Maintaining a Strong Balance Sheet 2028E Revenue ($M) 12/31/26E Net Debt / LTM Adj. EBITDA (1)(2) 12/31/25E Net Debt / LTM Adj. EBITDA (1)(2) Takes ~12 months to delever to Standalone 12/31/25E leverage +280 bps +130 bps Source: Company information; Please see pages 44 - 45 for detailed respective long - term strategic plan projections for Shyft and Aebi Schmidt ; Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24); Pro Forma historical and projected financials are adjusted to include annual revenue synergies of ~$50M and annual run - rate EBITDA synergies of ~$27.5M 1. Adjusted EBITDA adjusted to exclude stock - based compensation expense 2. Does not include impact of transaction related costs +$931M +$1.5B +$1.5B 100% 48% 100% 48% 100% 48% Shyft Shareholder Ownership 100% 48% 100% 48% Shyft Shareholder Ownership 100% 48% 100% 48% Shyft Shareholder Ownership 100% 48% 100% 48% Shyft Shareholder Ownership 7.8% 9.8% 7.9% 9.8% +$140M +$140M % Margin $1,027 $1,958 $1,199 $2,679 $1,399 $2,879 Standalone Pro Forma Standalone Excluding Blue Arc Pro Forma Excluding Blue Arc Standalone Including Blue Arc Pro Forma Including Blue Arc …Providing “Step - Function” Increase in Sustainable Long - Term Growth and Financial Profile without Risking Shyft Core Enterprise…

 
 

$12.72 $3.81 $16.53 $3.55 $20.07 $2.78 $22.85 12/13/2024 Share Price 12/13/2024 Pro Forma Excluding Synergies ($177M @ 9.5x TEV / '25E EBITDA) 12/13/2024 Pro Forma Excluding Synergies ($177M @ 9.5x TEV / '25E EBITDA) Annual Run-rate Synergies ($27.5M @ 9.5x TEV / '25E EBITDA) 12/13/2024 Pro Forma Equity Value per Share ($204M @ 9.5x TEV / '25E EBITDA) Illustrative 1.0x TEV / EBITDA Multiple Expansion 12/13/2024 Pro Forma Equity Value per Share ($204M @ 10.5x TEV / '25E EBITDA) 13 …Delivering Immediate “Step - Function” Increase in Sustainable Value Creation for Shyft Shareholders Illustrative Shyft Pro Forma Implied Equity Value Per Share ($) Note: Please see page 46 for a detailed summary of the relative value contribution of Shyft and Aebi Schmidt to arrive at the 48% / 52 % pro forma ownership and illustrative value creation for Shyft Shareholders Market data as of December 13, 2024; Aebi Schmidt financials converted from Euro to USD at a USD/Euro exchange rate of 1.05 ( as of 12/13/24) 1. Publicly traded peers: Blue Bird (BLBD), Douglas Dynamics (PLOW), Federal Signal (FSS), LCI Industries (LCII), Patrick Indust rie s (PATK), NFI Group (NFI - CA), Oshkosh (OSK), REV Group (REVG), Thor Industries (THO), Wabash (WNC) and Winnebago (WGO) 2. EBITDA includes stock - based compensation expense 3. Based on Shyft Management Strategic Plan and Aebi Schmidt Management Strategic Plan as of 12/13/2024: Assumes Shyft 2025E EBI TDA of $63M and 12/31/24E Net Debt of $82M and Aebi Schmidt EBITDA of $114M and 12/31/24E Net Debt of $381M 4. Assumes $27.5M of annual run - rate synergies Source: Company information, FactSet TEV / CY2025E EBITDA Federal Signal: 16.0x REV Group: 9.8x Douglas Dynamics: 8.9x Public Peer Median (1) : 8.9x (2)(4) (2)(4) (2)(3) 100% 48% Shyft Shareholder Ownership ~30% % Increase vs. 12/13/24 Share Price of $12.72: ~58% ~80%

 
 

Combination Creates Top 3 Specialty Vehicles Leader Source: Company information, FactSet; Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24) 1. REV Group fiscal year end of October 31, 2023 2. Palfinger and Rosenbauer revenue is presented on an IFRS basis $2,638 $2,565 $1,853 $ 1,723 $ 1,690 $ 1,244 $1,117 $981 $ 872 $ 568 (1) MergeCo 14 (2) (2) Specialty Vehicles Key Market Participants 2023 Revenue ($M)

 
 

2023 Revenue ($M) $523 North America Europe & ROW $872 + Pro Forma Combined ~$1.9B $1,395 75% $457 25% $523 $457 $872 100% 53% 47% Source: Company information; Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24) (1) Commercial Bodies, Upfit & Trailers on a Pro Forma Combined basis includes Shyft Other Specialty Vehicles business and Ae bi Schmidt Commercial Upfit and Trailers business 15 Geographic Exposure End Market / Product Exposure (1) Fleet Vehicles 56% Other Specialty Vehicles 23% Motorhome Chassis 12% Aftermarket Parts & Accessories 9% Commercial Bodies, Upfit, & Trailers 27% Fleet Vehicles 26% Roadway Snow & Ice Clearing 18% Aftermarket Sales 13% Airport 6% Motorhome Chassis 6% Agriculture Equipment 4% Roadway Snow & Ice Clearing 34% Commercial Upfit & Trailers 31% Aftermarket Sales 16% Airport 11% Agriculture Equipment 8% Enlarged Platform with Attractive, Diversified End Market Exposure and Global Reach

 
 

▪ Paul Mascarenas (Chair, Independent) ▪ Andreas Rickenbacher (Independent) ▪ Patrick Schaub ( Independent ) Governance and Nominating Human Resources and Compensation Audit Committee ▪ Andreas Rickenbacher (Chair, Independent ) ▪ James A. Sharman (Independent) ▪ Angela Freeman ( Independent ) ▪ Patrick Schaub (Chair, Independent) ▪ T erri Pizzuto (Independent) ▪ Michael Dinkins (Independent) Composition of Combined Board of Directors Board Committees 16 Committees fully independent consistent with SEC and Nasdaq requirements Barend Fruithof (Vice Chairman, CEO) Patrick Schaub (Independent) Peter Spuhler (Non - Independent) Daniela Spuhler (Non - Independent) Andreas Rickenbacher (Independent) Martin Ritter (Non - Independent) Angela Freeman (Independent) James Sh arman (Chairman, Independent) P aul Mascarenas (Independent) Terri Pizzuto (Independent) Michael Dinkins (Independent) Best - in - Class Board Leadership and Governance Separate Chairman and CEO with majority of Directors independent

 
 

+ Transaction Overview 1 Aebi Schmidt Overview 2 Value Creation – Integration & Synergies 3 Financial Overview 4 Conclusion 5 Appendix: Additional Support Information

 
 

Global leader in intelligent and innovative solutions for clean and safe infrastructure with strong presence in North America and Europe & ROW 1 Broad offering with leading brands in Snow & Ice Clearing, Airport Runway Clearing, Street Sweeping & Marking, Commercial Trucks & Trailers and Agriculture 2 Strong established relationships with airports, municipalities, commercial customers as well as leading specialty vehicle dealers 3 Global platform serving over 100 countries through own presence in 16 countries and established partnerships with dealers 4 Impressive track record in delivering profitable growth by focusing on customer excellence and secured order backlog as well as successful M&A 5 Strong leadership team with a KPI and customer focused approach as well as track record of realizing synergies from successful integration of acquired businesses 6 18 Aebi Schmidt: Leading Specialty Vehicles Manufacturer with Global Reach

 
 

Street Sweeping & Marking, Environmental Maintenance Snow & Ice Clearing Airport Snow & Ice Clearing Agriculture Commercial Trucks & Trailers Source: Company information, Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24) Countries with own sales and service organization 16 Production facilities, including 9 in North America, and 10 upfit centers 14 ~$1B+ 2024 Revenue Countries served via established partnerships with dealers 90 Employees with ~50% in North America 3,000 19 Serving Attractive End Markets with Comprehensive Offering and Leading Brands

 
 

Strong brands with leading positions in growing markets in the United States and Europe Market Leading Product Offerings Across Attractive, Diverse Geographies and End Markets Source: Company information, Third Party Advisor 1) The US flag is indicative of North America (US and Canada); EU flag is indicative of Europe (incl. Non - EU countries) 20 Street Sweeping & Marking, Environmental Maintenance Snow & Ice Clearing Airport Snow & Ice Clearing Agriculture Commercial Trucks & Trailers Brands Positioning Footprint (1) Addressable Market Size ($M) ~$265M ~$130M ~$965M ~$440M ~$815M Commercial Trucks: ~ $4BN Trailers: ~$700M (management estimate) ~$300M (management estimate) #1 vendor for airport equipment #1 vendor for municipal #5 vendor for commercial #1 vendor for roadway snow and ice #1 vendor for street cleaning Regional leader in the Midwest Top quality vendor for construction equipment trailers (management estimate) #1 vendor for alpine markets (management estimate)

 
 

Strategically Located Manufacturing Footprint Complemented by Upfit and Sales Locations and Local Dealer Partnerships St. Blasien , Germany Source: Company information ; Production facilities of Meyer (Cleveland, OH) and elp (Canada) not shown 21 Burgdorf, Switzerland Kielce, Poland Holten, The Netherlands Key Sites in the US Europe + 10 upfit locations mainly in the Midwest and in the Southwest M - B Pavement Marking & Maintenance Muncy , PA M - B Airport & MB Brushes Chilton, WI M - B Attachments New Holstein, WI Swenson Products Lindenwood, IL Towmaster Litchfield, MN Monroe Municipal Monroe, WI + 14 sales and service organizations Jyväskylä, F inland

 
 

Introduced management KPI framework to steer the Company to ensure profitability and positive cash flow KPI - Driven Management Approach Drives Value Creation 22 Market Financials Innovation & Process People Management KPI • Organic growth • Market position per Business Area • EBIT margin • Plant efficiency • OPEX / Sales ratio • R&D expenses • Internal fill rate (talent development) Our Stand - alone Strategic Ambitions Ensure a strong profitable position in consolidating markets Increase after sales business and strengthen customer relationships Grow to Top 3 in all our business areas 1 Achieve After Sales Excellence 2 Leverage economies of scale and keep structural costs lean to support profitable growth. Improve cash flows to lower net debt Grow Sales F aster than Costs 3 Attract new talent and offer our employees attractive prospects to build an engaged workforce which supports our ambitious growth plans Be an Attractive Employer 6 Optimize processes through standardization, centralization and continuous improvement Introduce sustainable business models, products and services onto the market Process Optimization 4 Innovate Sustainably 5

 
 

North America – Significant Opportunity to Expand Existing Footprint and Penetrate New Markets • Tangible potential for growth through geographi c expansion in US • To grow sustainably and profitably, geographic target areas are selected based on following criteria: ‒ Current business (but no upfit center) for immediate utilization ‒ Available pool ‒ Limited competition (avoid locations with strong presence of key competitors; unless underperforming to current customer base) ‒ Land & labor availability Monroe Today Expansion targets Under review Markets with numerous competitors Pacific Northwest Expansion Map Expansion Strategy Focus on expanding to identified strategic markets, especially in Northwest and Southeast 23

 
 

Attractive Revenue Growth Across all Regions, with High Visibility from Strong Backlog 49 79 130 125 135 474 523 573 351 355 411 364 372 407 457 491 2017 2018 2019 2020 2021 2022 2023 2024E 400 434 541 489 507 881 981 1,064 (2) 44 41 84 424 416 501 96 124 109 101 170 242 219 174 2017 2018 2019 2020 2021 2022 2023 2024E 666 636 673 153 132 100 254 142 3 8 +5% Monroe acquisition +9% Source: Company information, Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24) 1. Does not include After sales (2024E USD 162m of sales) 2. Aebi Schmidt 2024 figures include pro forma adjustment to show full year impact of Ladog acquisition assuming the acquisition had closed on January 1, 2024 Monroe acquisition +42% +106% North America CAGR (’17 - ’24) Europe & ROW CAGR (’17 - ’24) North America Europe & ROW 2017A – 2024E Order Backlog ($M) (1) 2017A – 2024E Revenue ($M) 24

 
 

Margin Expansion and Strong Cash Generation Driven by Increased Volumes and Operational Excellence 16 22 33 27 27 45 76 2017 2018 2019 2020 2021 2022 2023 2024E 87 (2) 24 32 12 8 25 62 70 29 26 31 34 25 33 2017 2018 2019 2020 3 2021 2022 2023 2024E 34 59 87 103 (2) 35 41 (3) 29 (3) 21 +28% CAGR Monroe acquisition +26% CAGR Source: Company information, Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24) 1. FCF calculated as Adjusted EBITDA minus Capex 2. Aebi Schmidt 2024 figures include pro forma adjustment to show full year impact of Ladog acquisition assuming the acquisition had closed on January 1, 2024 Monroe acquisition % EBITDA 84% 87% 76% 78% 78% 80% 77% 75% 7% 6% 8% 8% 8% 7% 9% 7% 12% 12% 5% 3% 7% 9% (4)% (6)% Adj . EBITDA Margin NA Adj . EBITDA Margin Europe & ROW North America Europe & ROW 2017A – 2024E EBITDA ($M) 2017A – 2024E Free Cash Flow (1) ($M) North America Europe & ROW 25

 
 

26 North America – Outsized Growth Driven by Market Share Gains Through Further Expansion Strategic Objectives ▪ Airport Business − Strengthen market leadership position − Increase market share of European products ▪ Commercial Business − Geographic expansion (Minnesota, Florida, Georgia) − Fleet growth ▪ Municipal Business − Optimization of production − Continue to leverage 2 brands sales strategy (Swenson & Monroe) ▪ Canada − Geographic expansion to Ontario market ▪ After - sales − Increase after - sales share of parts by building up parts warehouse, regional distribution, ecommerce 202 4E – 2028E Revenue ($M) 510 558 602 653 690 63 66 73 82 89 2024E 2025E 2026E 2027E 2028E 573 624 675 735 779 +8% CAGR New business After Sales Source: Company information, Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24)

 
 

27 Europe & ROW – Stable growth despite challenging market environment with solid expected growth ▪ Growth: Maximize market share by addressing new or former clients ▪ Profitability: Secure profit improvements by improved tender management ▪ Pricing: Improve utilization of comprehensive pricing know - how ▪ Cross selling: Realize untapped potential for Aebi products ▪ Digitalization: Explore growth and efficiency potential through e - commerce and automation ▪ Integrate Sales and Product Management into leading market powerhouse 381 426 460 488 514 110 116 124 129 136 2024E 2025E 2026E 2027E 2028E 491 (1) 542 583 617 650 Source: Company information, Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24) 1. Aebi Schmidt 2024E figures include pro forma adjustment to show full year impact of Ladog acquisition assuming the acquisition had closed on January 1, 2024 New business After Sales +7% CAGR Strategic Objectives 202 4E – 2028E Revenue ($M)

 
 

North America Europe & ROW % margin 28 ▪ Supply Chain – Secure material availability and reduce material prices, optimization of payment terms (Global SCM Organization) ▪ Pricing – Pricing optimization and ability to pass through increasing input costs ▪ Operations Footprint – Optimize operations footprint (e.g. Meyer consolidation in Wisconsin) and focus on operational excellence ▪ Economies of Scale – Further focus on cost management to realize operational leverage ▪ Natural Hedge – Optimization of FX exposure through natural hedging 70 74 82 89 96 40 48 52 59 2024E 2025E 2026E 2027E 2028E 103 114 130 142 155 33 (1) Source: Company information, Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24) 1. Aebi Schmidt 2024 E figures include pro forma adjustment to show full year impact of Ladog acquisition assuming the acquisition had closed on January 1, 2024 202 4E – 2028E EBITDA ($M) 10% 10% 10% 10% 11% Stable EBITDA Growth Across North America and Europe & ROW Strategic Objectives

 
 

Source: Company information Strong Track Record of M&A Execution, Integration and Synergy Realization to Drive Value Creation 268 353 21 39 2021A 2024E 2021A 2024E Landmark transaction, boosting US and commercial vehicles presence Revenue ($M) EBITDA ($M) +32% +83% Acquisition of leading US manufacturer of snow removal and cleaning machines, gaining access to attractive North American airport sector 149 75 2017A 2024E Revenue ($M) +99% 24 10 2017A 2024E EBITDA ($M) +140% Meyer Products and Swenson Spreader 2018 M - B Companies 2021 Monroe Truck Equipment Snow & Ice Business (acquired from Oshkosh) 2023 29 Key Highlights and Achievements x Fully integrated into ASH organization x Demonstrated growth and increase in profitability post integration x Investment in new facilities (production facility for MB) opening of new upfit centers (Winston - Salem, Toronto, Canada, Minneapo lis) x Positive feedback from US management team with high retention rate 2015

 
 

Source: Company information Significant Integration Experience to Capture M&A Value Monroe Truck Equipment Year of Acquisition 2021 Rationale Enhance market presence in North America and expand into new business areas (commercial) Locations 8 locations in North America Integration Highlights • Implemented value capture plans and optimized operating model • Plow standardization between Monroe and Kielce (Poland) • Technology transfer from Swenson eVbox to Monroe spreader Outcome M - B Companies 2018 Securing a foothold in the North American Airport market and achieve critical scale in the region 4 locations in North America • Won new Tier - 1 Airports (e.g. Chicago, Denver, etc.) under new ownership; previously very successful with Tier 2 / 3 airports • Increased focus on After Sales • Strong increase in sales • Increased demand led to a major investment to build a new production facility for M - B Airport products • Standardized manufacturing processes • Increased purchasing volume and reduction in components and portfolio variance • Realization of synergies in the municipal business (Monroe / Swenson) Snow & Ice Business (acquired from Oshkosh) 2023 Expand Snow & Ice market position in North America Integrated fully into M - B including production locations • Improved after sales performance (was outsourced to dealers compared to M - B with own service engineers) • New central warehouse in Fond du Lac, WI, for spare parts (M - B & Oshkosh parts) • Very positive market reaction • New customer gains, e.g. Chicago Airport starting to outsource their fleet maintenance of airport products to Aebi Schmidt / M - B 30

 
 

+ Transaction Overview 1 Aebi Schmidt Overview 2 Value Creation – Integration & Synergies 3 Financial Overview 4 Conclusion 5 Appendix: Additional Support Information

 
 

Value Proposition Shyft and Aebi Schmidt Coming Together Broad, diversified offering with l ow cyclicality Accelerates upfit and after sales opportunity Immediate synergies/track record of integration Scale/size to be more aggressive in M&A Strong functional expertise in electrification Customer - centric management approach Complementary Operational Footprint 32 • Utilimaster • Royal Truck Body • DuraMag/Magnum • Strobes - R - Us • Spartan RV Chassis • Builtmore • ITU • Meyer Products • Swenson • M - B • Monroe • Towmaster • ELP • Logistics Strong North America focus with profitable, leading European products Source: Company information

 
 

33 • Vertical integration • Cost - saving opportunities from combined supply chain organization • Operational efficiency gains in capacity optimization of production and uplift locations in U.S. • Streamlined leadership team and corporate services Additional Long - term Value Potential Technology and production know - how increases product innovation Significant Synergy Value with Additional Value Creation Upside Opportunities Growth, margin and FCF (1) accretive EPS accretive in year 1 ROIC > WACC in year 3 Source: Company information 1. Free cash flow defined as Adjusted EBITDA minus capital expenditures Strengthened balance sheet supports strategic, value - enhancing organic and inorganic investments Opportunities to enhance returns from broader portfolio • Cross - selling across joint distribution platform • Geographic expansion $20 - $25M Cost Synergies Additional $5M EBITDA Opportunity from Near - term Revenue Synergies $25 - $30M Achievable Run - rate Synergies Creates Significant Value

 
 

Significant Synergies Identified from Integration Plan 34 Annual Run - rate Cost Synergies Synergy ($M) Commentary Synergy Type ~$3 - $4 • Truck bodies manufactured by Shyft can be used for Aebi Schmidt commercial vehicles currently purchased from competitors, also decreasing supplier risk COGS Reduction Cost ~$3 - $5 • Cost synergies through operational efficiency gains, consolidation/capacity optimization of production and upfit locations (e.g. Louisville, US) and reduction of management costs with a single leadership team Operational Efficiency ~$3 - $4 • Combined global organization (e.g. chassis), strengthening of purchasing power with suppliers Purchasing / Supply Chain ~$1 - $2 • Strengthen/consolidate brand universe and further optimize product offering (Isuzu upfit) Product Offering ~$9 - $10 • Streamline group functions, leverage exchange of technologies and production know-how with a focus on R&D pooling Opex ~$20 - $25M Estimated Annual Run - rate Cost Synergies Plus : Additional Potential Upside from Geographic Expansion and Cross - Selling ~$3 - $5 • Improved geographic footprint and coverage offering internationalization potential Geographic Expansion Revenue ~$1 - $2 • Roll - out of products to respective untapped markets/customers to profit from cross - selling opportunities Cross - selling Source: Company information

 
 

Combination Unlocks Attractive Synergy Potential with Customers Expanding Regional Reach and Unlocking Cross - Selling Opportunities for Nationwide Growth Potential to win nationwide customers Leverage existing customer relationships and cross - selling • US - nationwide t elec om company operates >70k vehicles across the US • Need a partner capable of deploying vehicles nationwide without regional limitations • Geographical footprint plays an important role in the upfit and service business Combined 28 upfit centers 10 upfit centers 18 upfit centers Regionally limited Regionally limited Nationwide Not a potential partner Potential partner Not a potential partner 2 3 3 2 3 3 • Airports are core customers for our broad product portfolio • Opportunities to sell Pavement - Markers, TT Mowers, Electric Sweepers • Leverage relationships for one - solution provider of airport equipment Airport Leading global parcel delivery customers Walk in vans Freight Hubs Airport equipment A irport Work Truck Bodies & Upfit Runway Cleaning Equipment TT Mowers Strobes Airport Security Vehicles Van Upfits for Airport Fleet Pavement - M arkers + 35 Source: Company information

 
 

WINTER MOTORHOME COMMERCIAL INFRASTRUCTURE END - TO - END VALUE PROPOSITION FOR CUSTOMERS SHYFT Service Truck Bodies AEBI SCHMIDT Work Truck Upfitting x Advanced production facilities x Engineering excellence OPERATIONAL EFFICIENCY x Established fleet customer relationships x Sales expertise for municipalities and government customers CUSTOMER FOCUS AND SALES EXCELLENCE x U.S. leader in parcel and freight x Extensive North American commercial reach MARKET POSITION AND REACH x Wide - ranging product portfolio x Unique digital solutions including telematics INNOVATIVE AND DIVERSE SOLUTIONS SHYFT Chassis Manufacturing AEBI SCHMIDT Airport Snow Clearing SHYFT Commercial Infrastructure Accessories SHYFT Commercial Infrastructure Accessories UPFIT MUNICIPAL PARCEL & FREIGHT SUMMER AGRICULTURAL COMMERCIAL INFRASTRUCTURE ROADWAY AND AIRPORT COMMERCIAL INFRASTRUCTURE Source: Company information Best of Both Companies – How We Will Win 36

 
 

+ Transaction Overview 1 Aebi Schmidt Overview 2 Value Creation – Integration & Synergies 3 Financial Overview 4 Conclusion 5 Appendix: Additional Support Information

 
 

38 Revenue Growth Drivers Shyft Group 1. Recovery in parcel markets and deeper expansion / diversification into non - parcel markets 2. Leveraging OEM relationships in Upfit sales with expanded SSV vocational offerings and becoming “custom upfitter of choice” for all OEMs 3. Modest recovery in Motorhome; Geographic expansion in Midwest and Southeast in Service Body; ITU acquisition benefits 4. Blue Arc dependent on scale and timing of market adoption and commercialization Aebi Schmidt 5. North America - Geographical expansion in the Commercial business (Winston - Salem, Minnesota, Chicago) 6. Europe & ROW - Strong growth with electrified products Source: Company information; Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24) 1. Shyft 2024 figures based on management guidance as of October 24, 2024 and pro forma revenue adjustment of $37M to show full yea r impact of ITU acquisition assuming the acquisition had closed on January 1, 2024; Aebi Schmidt 2024 figures include pro for ma adjustment to show full year impact of Ladog acquisition assuming the acquisition had closed on January 1, 2024 2. Includes $56M of revenue from Blue Arc in 2025E; Excludes any potential Blue Arc revenue from 2026E to 2028E Illustrative Pro Forma Revenue ($M) (1)(2) Synergies $1,027 $872 $837 $969 $1,132 $1,156 $1,199 $881 $981 $1,064 $1,166 $1,259 $1,353 $1,430 $50 $50 $50 $50 $1,908 $1,853 $1,901 $2,185 $2,441 $2,559 $2,679 2022A 2023A 2024E 2025E 2026E 2027E 2028E MergeCo Pro Forma Revenue Supported by Clear Growth Drivers with Additional Cross - Selling Upside Assumes Transaction closed on January 1, 2025 Strategic vision to generate longer - term pro forma combined revenue of $3bn+

 
 

39 Profitability Drivers Shyft Group 1. Primarily volume increase and operating leverage, led by continued Walk - in Van recovery, and benefits from lean initiatives 2. Sales strategy shift to higher net margin Upfit and Aftermarket business 3. Motorhome gains from operational efficiency and shorter chassis lead times; Service body profits from revenue expansion 4. Blue Arc dependent on scale and timing of market adoption and commercialization Aebi Schmidt 5. Supply Chain – Secure material availability and reduce material prices, optimization of payment terms (Global SCM Organization) 6. Economies of Scale – Further focus on cost management 2028E 2027E 2026E 2025E 2024E 2023A 2022A 12% 11% 10% 10% 9% 9% 8% Pro Forma Combined 11% 10% 10% 10% 10% 9% 7% Aebi Schmidt 11% 10% 8% 7% 9% 8% 9% Shyft (2) Source: Company information; Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24) 1. Shyft Adjusted EBITDA adjusted to exclude stock - based compensation expense; Shyft 2022A – 2024E Adj. EBITDA excludes expense rel ated to investment in Blue Arc; Shyft 2024E is pro forma adjusted with approximately $6.3M to include the full - year impact of the ITU acquisition assuming the acquisition had closed on 1/1/24; Aebi Schmidt 2024 figures include pro forma adjustment to show full year impact of Ladog acquisition assuming the acquisition had closed on January 1, 2024 2. Shyft 2022A – 2024E Adj. EBITDA calculated post add - back of Blue Arc investment expense; Includes $1M of EBITDA from Blue Arc in 2025E; Excludes any potential Blue Arc EBITDA from 2026E to 2028E Illustrative Pro Forma Adj. EBITDA ($M) (1)(2) % margin Synergies $63 $ 32 $ 46 $97 $73 $76 $72 $93 $112 $132 $59 $87 $103 $114 $130 $142 $155 $28 $28 $28 $28 $156 $160 $180 $214 $250 $281 $315 2022A 2023A 2024E 2025E 2026E 2027E 2028E MergeCo Pro Forma Adj. EBITDA Driven by Revenue Growth and Cost Optimization with Significant Margin Upside Assumes Transaction closed on January 1, 2025 Strategic vision to generate mid - teens longer - term pro forma EBITDA margin

 
 

40 Cash Flow Generation – Drive free cash flow with efficient working capital management 1 Capital Structure – Maintain a healthy balance sheet 2 Organic and M&A Investment – Invest in growth 3 Portfolio Optimization – Ensure focus on highest ROIC businesses 4 Efficient capital deployment while maintaining low leverage Efficient Return of Capital – Dividends and share repurchases 5 MergeCo Capital Allocation Strategy

 
 

+ Transaction Overview 1 Aebi Schmidt Overview 2 Value Creation – Integration & Synergies 3 Financial Overview 4 Conclusion 5 Appendix: Additional Support Information

 
 

Shyft Group and Aebi Schmidt Combination Creates Highly Attractive Investment Opportunity 42 1 Industry leader with significant scale, North American focus and global reach 3 Significant synergy value creation through growth and profit optimization with additional value upside 4 Strong financial profile and cash flow generation to support organic and M&A growth and portfolio optimization 5 H ighly experienced management team with proven track record of operational excellence and M&A integration 2 Complementary end markets, products and service offerings, customers, geographies and cultures Strategic vision to generate longer - term pro forma combined revenue of $3bn+ with mid - teens EBITDA margin

 
 

+ Transaction Overview 1 Aebi Schmidt Overview 2 Value Creation – Integration & Synergies 3 Financial Overview 4 Conclusion 5 Appendix: Additional Support Information

 
 

44 Aebi Schmidt ($M) Shyft ($M) (1) CAGR 2028E 2027E 2026E 2025E 2024E 2023A 2022A CAGR 2028E 2027E 2026E 2025E 2024E 2023A 2022A 22A - 28E 22A - 28E 8% $1,430 $1,353 $1,259 $1,166 $1,064 $981 $881 3% $1,199 $1,156 $1,132 $913 $828 $872 $1,027 Revenue 6% 7% 8% 10% 9% 11% 74% 4% 2% 24% 10% (5%) (15%) 4% % growth -- -- -- -- -- -- -- 5% $132 $112 $93 $71 $76 $73 $97 Adjusted EBITDA -- -- -- -- -- -- -- 11% 10% 8% 8% 9% 8% 9% % margin 17% $155 $142 $130 $114 $103 $87 $59 6% $125 $104 $85 $62 $68 $65 $89 EBITDA (2) 11% 10% 10% 10% 10% 9% 7% 10% 9% 8% 7% 8% 7% 9% % margin 20% $139 $126 $114 $100 $90 $74 $46 4% $95 $75 $57 $39 $49 $48 $74 EBIT 10% 9% 9% 9% 9% 8% 5% 8% 7% 5% 4% 6% 5% 7% % margin $18 $16 $14 $18 $16 $12 $14 $21 $22 $18 $21 $23 $25 $22 Capex 1% 1% 1% 2% 1% 1% 2% 2% 2% 2% 2% 3% 3% 2% % of revenue $137 $126 $116 $97 $87 $76 $45 $111 $90 $75 $50 $53 $47 $75 Free Cash Flow (3) Source: Company information; Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24) 1. Shyft 2022A – 2024E EBITDA excludes expense related to investment in Blue Arc 2. Shyft EBITDA includes non - cash stock - based compensation expense; Shyft 2024E is pro forma adjusted with approximately $6.3M to i nclude the full - year impact of the ITU acquisition assuming the acquisition had closed on 1/1/24 3. FCF calculated as Adjusted EBITDA minus Capex MergeCo Historical and Projected Financial Summary Excluding Blue Arc

 
 

45 Aebi Schmidt ($M) Shyft ($M) CAGR 2028E 2027E 2026E 2025E 2024E 2023A 2022A CAGR 2028E 2027E 2026E 2025E 2024E 2023A 2022A 22A - 28E 22A - 28E 8% $1,430 $1,353 $1,259 $1,166 $1,064 $981 $881 5% $1,399 $1,307 $1,242 $969 $837 $872 $1,027 Revenue 6% 7% 8% 10% 9% 11% 74% 7% 5% 28% 16% (4%) (15%) 4% % growth -- -- -- -- -- -- -- 15% $162 $132 $106 $72 $54 $40 $71 Adjusted EBITDA -- -- -- -- -- -- -- 12% 10% 8% 7% 6% 5% 7% % margin 17% $155 $142 $130 $114 $103 $87 $59 16% $155 $124 $98 $63 $46 $32 $63 EBITDA (1) 11% 10% 10% 10% 10% 9% 7% 11% 9% 8% 6% 5% 4% 6% % margin 20% $139 $126 $114 $100 $90 $74 $46 17% $122 $94 $69 $40 $26 $15 $48 EBIT 10% 9% 9% 9% 9% 8% 5% 9% 7% 6% 4% 3% 2% 5% % margin $18 $16 $14 $18 $16 $12 $14 $25 $25 $20 $22 $23 $25 $22 Capex 1% 1% 1% 2% 1% 1% 2% 2% 2% 2% 2% 3% 3% 2% % of revenue $137 $126 $116 $97 $87 $76 $45 $137 $107 $86 $50 $31 $14 $49 Free Cash Flow (2) Source: Company information; Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24) 1. Shyft EBITDA includes non - cash stock - based compensation expense; Shyft 2024E is pro forma adjusted with approximately $6.3M to i nclude the full - year impact of the ITU acquisition assuming the acquisition had closed on 1/1/24 2. FCF calculated as Adjusted EBITDA minus Capex MergeCo Historical and Projected Financial Summary Including Blue Arc

 
 

46 Note: Market data as of December 13, 2024; Aebi Schmidt financials converted from Euro to USD at a USD/Euro exchange rate of 1.0 5 (as of 12/13/24) (1) Publicly traded peers: Blue Bird (BLBD), Douglas Dynamics (PLOW), Federal Signal (FSS), LCI Industries (LCII), Patrick Indust rie s (PATK), NFI Group (NFI - CA), Oshkosh (OSK), REV Group (REVG), Thor Industries (THO), Wabash (WNC) and Winnebago (WGO) (2) EBITDA includes stock - based compensation expense Source: Company information Including Annual Run - Rate Synergies Annual Pro Forma @ TEV / Proposed Transaction @ 12/13/2024 ($M, except per share values) Pro Forma @ TEV / 2025E EBITDA Run - Rate 2025E EBITDA Aebi Schmidt Shyft 10.5x 10.0x 9.5x Synergies 9.5x Standalone Standalone $204 $204 $204 $27.5 $177 $114 $63 2025E EBITDA (2) 10.5x 10.0x 9.5x 9.5x 9.5x 11.7x Valuation Multiple $2,145 $2,043 $1,941 $1,680 $1,086 $733 Implied Total Enterprise Value (TEV) $545 $545 $545 $545 $434 $110 12/31/2024 Total Debt $82 $82 $82 $82 $53 $28 12/31/2024 Cash $1,682 $1,580 $1,478 $1,217 $705 $651 Implied Equity Value 100% 100% 100% 100% 52% 48% Equity Contribution / Ownership % 48% 48% 48% 48% 48% Shyft Pro Forma Ownership % $808 $758 $709 $584 $651 Implied Shyft Equity Value @ 12/13/24 35.3 35.3 35.3 35.3 35.3 Shyft Fully Diluted Shares Outstanding (M) $22.85 $21.46 $20.07 $16.53 $18.41 Implied Shyft Equity Value Per Share @ 12/13/24 $12.72 $12.72 $12.72 $12.72 $12.72 Shyft Share Price @ 12/13/2024 80% 69% 58% 30% 45% % Increase vs. Current Share Price Illustrative Shyft Pro Forma Implied Equity Value Per Share ($) TEV / CY2025E EBITDA Federal Signal: 16.0x REV Group: 9.8x Douglas Dynamics: 8.9x Public Peer Median (1) : 8.9x Immediate “Step - Function” Increase in Sustainable Value Creation for Shyft Shareholders

 
 

10.1x 8.6x 16.0x 9.8x 9.4x 9.3x 9.2x 8.9x 8.4x 7.3x 7.2x 6.5x 6.3x SHYF SHYF FSS REVG LCII WGO PATK PLOW THO BLBD WNC OSK NFI-CA Peer Median: 8.9x Comparable Public Company Valuation Benchmarking 47 TEV / CY2025E EBITDA (1) Source: Company information and FactSet. Market data as of December 13, 2024 (1) Publicly traded peers: Blue Bird (BLBD), Douglas Dynamics (PLOW), Federal Signal (FSS), LCI Industries (LCII), Patrick Indust rie s (PATK), NFI Group (NFI - CA), Oshkosh (OSK), REV Group (REVG), Thor Industries (THO), Wabash (WNC) and Winnebago (WGO) (2) Shyft 2025E EBITDA includes stock - based compensation expense of $9.3M based on Shyft Management Strategic Plan Includes stock - based compensation expense Excludes stock - based compensation expense TEV / CY2025E EBITDA Federal Signal: 16.0x REV Group: 9.8x Douglas Dynamics: 8.9x Public Peer Median (1) : 8.9x TEV / 2025E Adj. EBITDA 2025E Adj. EBITDA ($M) TEV / 2025E EBITDA 2025E EBITDA ($M) (2) Research Analyst 7.3x $74 8.3x $65 D.A. Davidson 8.5x $64 9.9x $54 BTIG 8.7x $62 10.2x $53 Roth MKM 9.8x $55 11.8x $46 Craig - Hallum 8.6x $63 10.1x $54 Shyft Median

 
 

• PCS Holding AG and Gebuka AG have staggered lock - up periods of three years: − First 6 months: Full lockup − 6 – 12 months and 12 – 24 months: May collectively sell up to 5% of outstanding shares in each period − 24 – 36 months: C an sell down to 15% (PCS) and 5% (Gebuka) • Barend Fruithof: − Lock - up for at least one year and thereafter as long as he remains CEO − Permission to sell up to 0.5% per calendar year after 3 years post transaction closing • Standstill for 2 years Shyft Shareholder Highlights Pro Forma Combined Shareholdings Shyft Aebi Schmidt 48 67% 26% 8% Peter Spuhler (including PCS Holding AG) Gebuka AG Barend Fruithof + Aebi Schmidt Management 97% Free Float (including global "Blue Chip" Institutional Investors) 3% Shyft Management 35% 13% 5% 47% Peter Spuhler (including PCS Holding AG) Gebuka AG Barend Fruithof + Pro Forma Combined Management + = • Highly respected Swiss entrepreneur and industrialist • Built, developed and listed Stadler Rail • Long - term anchor shareholder of various Swiss listed industrial midcaps Aebi Schmidt Shareholder Highlights ( Peter Spuhler) • ~40 year history of being publicly traded company on NASDAQ • High quality public shareholder base including many “Blue Chip” institutional investors Lockup Agreements Free Float (including global "Blue Chip" Institutional Investors) Shareholders Include Global “Blue Chip” Institutional Investors and Highly Regarded Swiss Entrepreneur and Industrialist Source: Company information, FactSet

 
 

Randy Wilson Vice President, Investor Relations and Treasury Randy.Wilson@theshyftgroup.com / 248.727.3755 Media Sydney Machesky Director, Corporate Communications Sydney.Machesky@theshyftgroup.com / 586.413.4112 FGS Global Jim Barron/Warren Rizzi shyft@fgsglobal.com Investors

 
 

+

 

v3.24.4
Cover
Jan. 13, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 13, 2025
Entity File Number 001-33582
Entity Registrant Name THE SHYFT GROUP, INC.
Entity Central Index Key 0000743238
Entity Tax Identification Number 38-2078923
Entity Incorporation, State or Country Code MI
Entity Address, Address Line One 41280 Bridge Street
Entity Address, City or Town Novi
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48375
City Area Code 517
Local Phone Number 543-6400
Written Communications true
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock
Trading Symbol SHYF
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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