French manufacturer Manitou BF S.A. has reportedly signed a definitive agreement to acquire Gehl Co., West Bend, Wis., for $30 per share. Currently owning 14.4 percent of Gehl's outstanding stock, Manitou is Gehl's largest shareholder.
Valued at approximately $450 million, the transaction will be effected through tender offer for all outstanding shares of Gehl by Manitou subsidiary Tenedor Corp. followed a second step, cash-out merger. The all-cash $30-per-share purchase price reflects a 120-percent premium over Gehl's closing price on Sept. 5, 2008. The current management team is expected to be retained following the transaction.
“We are pleased to announce the next step in the evolution of Gehl Company toward becoming a more significant player in the global compact equipment marketplace,” says William Gehl, chairman and CEO. “The combination of Gehl Company and Manitou offers a substantial value to our shareholders today while affording our dealers and employees with future opportunities for continued success.”
The definitive agreement provides that the tender offer, which commences today, will remain open until 5 p.m. EST on October 20, 2008, unless extended. Any extension would be announced no later than 9 a.m. EST on the first business day after the previously scheduled expiration. The completion of the tender offer is subject to the satisfaction of various conditions, including the valid tender of shares representing two-thirds of the Gehl's outstanding common stock on a fully diluted basis and the receipt of applicable regulatory approvals. Assuming that the tender offer is successfully completed, shares not tendered will be cashed out in a second step merger at the same $30 per share.
The definitive agreement contains customary terms and conditions, including the Gehl's right to terminate the agreement to accept a superior offer. In the event of a termination to allow the company to accept a superior offer, and subject to payment of a $14 million termination fee, Manitou would be obligated to tender its shares into the superior offer.
Foley & Lardner LLP served as legal counsel to the Gehl, and Robert W. Baird & Co. Incorporated served as the Gehl's financial advisor.