M&A: Manitex International, Inc.

Form Type: SC 13E3/A

Filing Date: 2025-01-06

Corporate Action: Merger

Type: Update

Accession Number: 000119312525001784

Comments: This document is an Amendment No. 4 to the Transaction Statement on Schedule 13E-3 filed in connection with a merger between Manitex International, Inc. (the Company), Tadano Ltd., and Lift SPC Inc. The merger was consummated on January 2, 2025, where Lift SPC Inc. was merged with and into Manitex, which is now a wholly owned subsidiary of Tadano. The Agreement and Plan of Merger was dated September 12, 2024. Shareholders voted in favor of the merger agreement at a special meeting on December 20, 2024. Each outstanding share of common stock of Manitex was converted into $5.80 in cash, excluding shares owned by certain entities. Additionally, the restricted stock units and stock options were also converted into cash payments determined by the merger consideration, with certain conditions regarding outstanding options and performance stock units. Following the merger, Manitex's common stock ceased trading on the NASDAQ, and measures are being taken to deregister the stock and suspend reporting obligations.

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Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525001169

Comments: On January 2, 2025, Manitex International, Inc. completed a merger with Tadano Ltd., resulting in the Company becoming a wholly owned subsidiary of Tadano. The merger was executed under the Agreement and Plan of Merger dated September 12, 2024. Shareholders of Manitex received $5.80 in cash for each share held, with certain shares excluded from this transaction. Additionally, all stock options and restricted stock units were handled according to specified terms related to the merger. Following the merger, the Company requested delisting from NASDAQ and intends to stop reporting under the Exchange Act. A change in control occurred, resulting in the dissolution of the previous Board of Directors, and new members were appointed. The Articles of Incorporation were also amended in connection with the merger.

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Form Type: POS AM

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525000842

Comments: Manitex International, Inc. is filing a post-effective amendment to deregister all securities previously registered under Registration Statement No. 333-267100. This follows a merger that occurred on January 2, 2025, between Manitex International, Inc. and Lift SPC Inc., a subsidiary of Tadano Ltd. As a result of this merger, Manitex International, Inc. has become a wholly owned subsidiary of Tadano Ltd. Consequently, all security offerings associated with the previous registration statement have been terminated, and the company is removing from registration any unsold securities. This amendment is being filed to comply with the requirements of the Securities Act of 1933, reflecting the changes following the merger.

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Form Type: S-8 POS

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525000845

Comments: On January 2, 2025, Manitex International, Inc. merged with Lift SPC Inc., a wholly owned subsidiary of Tadano Ltd., with Manitex continuing as the surviving corporation. As a result of this Merger, Manitex became a wholly owned subsidiary of Tadano, leading to the termination of all offerings of its securities pursuant to Registration Statement No. 333-265398. The filing serves as a post-effective amendment to deregister all shares of common stock that remain unsold under the registration statement, which initially registered 790,000 shares of common stock associated with inducement awards to J. Michael Coffey, the CEO. The amendment reflects the acknowledgment of these changes as per the undertaking made by the Registrant to remove from registration any unsold shares at the termination of offerings.

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Form Type: S-8 POS

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525000846

Comments: On January 2, 2025, Manitex International, Inc. merged with Lift SPC Inc., a wholly owned subsidiary of Tadano Ltd., under a plan established on September 12, 2024. Following the merger, Manitex became a wholly owned subsidiary of Tadano. This document serves as a post-effective amendment to deregister all shares of common stock previously registered under two Form S-8 registration statements. The first was filed on June 26, 2019, for 279,717 shares as part of the Manitex 2019 Equity Incentive Plan, and the second was filed on August 3, 2023, for 1,000,000 shares under the same plan. As a result of the merger, all offerings of securities have been terminated, and any unsold shares have been removed from registration pursuant to the registration statements.

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Form Type: S-8 POS

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525000847

Comments: On January 2, 2025, Manitex International, Inc. underwent a merger with Tadano Ltd. and Lift SPC Inc., leading to the registrant becoming a wholly owned subsidiary of Tadano. Following this merger, Manitex is deregistering all shares of its common stock originally registered under two prior S-8 Registration Statements. The post-effective amendments reflect the removal from registration of any unsold shares of common stock as a result of the terminated offerings post-merger. This document serves to update the SEC regarding these changes and signifies the end of Manitex's offerings under those registration statements.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000119312524284179

Comments: On December 20, 2024, Manitex International, Inc. held a Special Meeting of Shareholders to vote on several proposals. Notably, the shareholders approved the Agreement and Plan of Merger with Tadano Ltd. and Lift SPC Inc., allowing Tadano to acquire Manitex through the merger of Lift SPC Inc. with Manitex. A total of 13,333,314 shares were present at the meeting. The vote results for the merger proposal showed 13,309,214 in favor, with only 22,999 against and 1,101 abstaining. Additionally, the shareholders approved the non-binding advisory vote on certain compensation arrangements for the Company’s named executive officers related to the merger, which garnered 10,743,523 votes in favor, versus 1,913,475 against. There was also a proposal to adjourn the Special Meeting, which was not acted upon since the merger proposal was approved. A press release regarding the meeting's outcomes was issued by the Company on the same date.

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