M&A - SHYFT GROUP, INC.

Form Type: 8-K

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000143774925017850

Filing Summary: On May 19, 2025, The Shyft Group, Inc. announced an agreement regarding a merger with Aebi Schmidt Holding AG where Shyft will merge with Merger Sub, a wholly-owned subsidiary of Aebi Schmidt, establishing Shyft as a subsidiary of Aebi Schmidt. The details of a transition agreement with Mr. Joshua Sherbin, the Company’s Chief Legal Officer, were clarified, detailing his resignation and compensation related to the merger. Mr. Sherbin will forfeit company shares and a cash retention award while being compensated under the Executive Severance Plan. Specific provisions were included regarding his termination and the continuation of benefits.

Form Type: 425

Filing Date: 2025-05-14

Corporate Action: Merger

Type: New

Accession Number: 000095010325005978

Filing Summary: On May 14, 2025, The Shyft Group, Inc. announced the effectiveness of the registration statement on Form S-4 filed by Aebi Schmidt Group and the filing of a definitive proxy statement in connection with their proposed merger. The SEC declared the registration statement effective as of May 13, 2025, and the definitive proxy statement provides details for Shyft shareholders ahead of the special meeting on June 17, 2025. Shareholders of record as of May 13, 2025, will vote on the merger, which is anticipated to close mid-2025. Post-merger, the combined entity will be named Aebi Schmidt Group and listed on NASDAQ under the ticker AEBI. The effective registration statement and proxy statement include pro forma financial results projecting combined revenue of approximately $1.9 billion and adjusted EBITDA of $148 million for 2024. The merger is positioned as a transformative opportunity aimed at creating a stronger company with enhanced capabilities and customer value, reinforcing the importance of shareholder participation in the upcoming vote.

Form Type: 425

Filing Date: 2025-05-14

Corporate Action: Merger

Type: New

Accession Number: 000095010325006000

Filing Summary: On May 14, 2025, The Shyft Group, Inc. announced the effectiveness of a registration statement on Form S-4 filed by Aebi Schmidt Group and the filing of a definitive proxy statement for a proposed merger with an indirect, wholly owned subsidiary of Aebi Schmidt Holding AG. This communication is intended for informational purposes only and is not an offer to buy or sell any securities. No securities offer will take place in the United States without proper registration under the U.S. Securities Act of 1933. The companies involved, including Shyft and Aebi Schmidt, may be participant in the solicitation of proxies. Relevant information regarding officers and directors of Shyft and potential participants in the solicitation is included in previously filed proxy materials with the SEC. Aebi Schmidt and Shyft prepared a combined proxy statement/prospectus and other documents regarding the transaction which will be available free of charge on the SEC's website. Forward-looking statements contained in this announcement address expectations regarding the merger’s timing, structure, and anticipated benefits such as improved operations and market positioning, alongside various risks that could affect closure and integration success.

Form Type: DEFM14A

Filing Date: 2025-05-14

Corporate Action: Merger

Type: Update

Accession Number: 000114036125018793

Filing Summary: On May 12, 2025, Shyft Group, Inc. announced a Special Meeting of shareholders set for June 17, 2025, to approve a Merger Agreement dated December 16, 2024, between Shyft and Aebi Schmidt Holding AG. The Merger entails Merger Sub merging with Shyft, making Shyft a wholly owned subsidiary of Aebi Schmidt. As part of the transaction, each share of Shyft common stock will convert into 1.040166432 shares of Aebi Schmidt common stock. The combined entity aims to enhance its presence in the specialty vehicle market and leverage a strong North American market, bolstered by Aebi Schmidt's European presence. The Shyft Board has unanimously recommended that shareholders approve the Merger Proposal and related advisory compensation measures. The document covers details about the special meeting, shares distribution, and the implications of the merger for shareholders, alongside marketing positions in the specialty vehicle manufacturing sector.

Form Type: 425

Filing Date: 2025-05-13

Corporate Action: Merger

Type: New

Accession Number: 000095010325005925

Filing Summary: On May 12, 2025, The Shyft Group, Inc. announced the date for a special meeting of shareholders to discuss the proposed merger with Aebi Schmidt Holding AG. This merger involves an indirect, wholly owned subsidiary of Aebi Schmidt merging with Shyft, and is set to be voted on in a special meeting scheduled for June 17, 2025. The record date for this meeting is May 13, 2025. Each outstanding share of Shyft common stock will be exchanged for approximately 1.04 shares of the combined company's stock upon completion of the merger, which is expected to be tax-free for shareholders. The combined company will operate under the name Aebi Schmidt Group with shares listed on Nasdaq under the ticker symbol 'AEBI'. This transaction was unanimously approved by both companies' boards and is anticipated to complete shortly after the special meeting, pending shareholder and regulatory approval.

Form Type: 8-K

Filing Date: 2025-05-06

Corporate Action: Merger

Type: Update

Accession Number: 000095010325005757

Filing Summary: On May 5, 2025, The Shyft Group, Inc. reported an update regarding their impending merger as per the Merger Agreement dated December 16, 2024. The Merger involves Shyft merging with Badger Merger Sub, Inc., a wholly owned subsidiary of Aebi Schmidt Holding AG, resulting in Shyft becoming a direct, wholly owned subsidiary of Aebi Schmidt post-merger. Furthermore, it was disclosed that Joshua Sherbin, the Chief Legal, Administrative and Compliance Officer, intends to resign for 'good reason' should the merger be completed, impacting his role in the combined entity. This resignation is tied to provisions in Shyft's Executive Severance Plan, necessitating timely notice and an opportunity for Shyft to address the underlying reasons for his resignation.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Merger

Type: New

Accession Number: 000095010325005232

Filing Summary: On April 24, 2025, Shyft Group, Inc. discussed in its investor webcast the proposed merger with Aebi Schmidt Holding AG. Representatives highlighted the merger's strategic importance for increasing market share in the specialty vehicles industry and enhancing financial growth. Q1 2025 results were strong, with $204.6 million in sales, reflecting a 3% increase from last year, and adjusted EBITDA of $12.3 million (6% of sales). Transaction costs associated with the merger amounted to $2.2 million. The overall financial outlook remains optimistic, with projected sales between $870 million and $970 million and adjusted EBITDA of $62 million to $72 million. The integration of the companies is expected to create a stronger entity that leverages complementary capabilities and expands geographical reach. Aebi Schmidt Group plans to file a registration statement with the SEC shortly, with the aim of moving forward with shareholder approval for the merger.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Merger

Type: New

Accession Number: 000095010325005233

Filing Summary: On April 24, 2025, Shyft Group, Inc. published an investor presentation detailing its financial results for Q1 2025, including key supplemental information about a proposed merger with Aebi Schmidt Holding AG. The merger aims to combine resources, enhance operational efficiencies, and improve revenue streams between the two entities. The presentation outlines potential benefits such as synergy opportunities including $25M-$30M of annual run-rate synergies from cost optimization and operational efficiencies. The transaction is expected to close by mid-2025, pending SEC review and all necessary regulatory approvals. The combined entity is projected to generate about $2.2B in revenue with a 10% adjusted EBITDA margin, signaling a strong financial outlook in the North American market.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Merger

Type: New

Accession Number: 000095010325005234

Filing Summary: On April 24, 2025, The Shyft Group, Inc. released its financial results for the first quarter ended March 31, 2025. The results included information related to its proposed merger with Aebi Schmidt Holding AG. Shyft reported a 3.4% increase in sales year-over-year to $204.6 million, along with a decrease in net loss from $4.7 million in the previous year to $1.4 million for the quarter. Adjusted EBITDA improved significantly, reflecting robust operational efficiency. The transaction with Aebi Schmidt is progressing as planned, with integration efforts already underway, and is expected to close by mid-2025. Shyft maintains a strong financial outlook with projected sales between $870 million and $970 million for the full year 2025, alongside other encouraging financial metrics.

Form Type: 10-Q

Filing Date: 2025-04-24

Corporate Action: Merger

Type: Update

Accession Number: 000143774925012861

Filing Summary: The document provides an update on The Shyft Group, Inc.'s financial performance for the first quarter of 2025. It reports a net loss of $1,436,000, compared to a net loss of $4,669,000 in the same quarter of the previous year. Revenues increased to $204,599,000 from $197,889,000. The company's total assets stand at $581,083,000 as of March 31, 2025. The quarterly report includes information about the merger with Aebi Schmidt, finalized on December 16, 2024, aimed at broadening market capabilities. The balance sheets indicate total liabilities of $333,757,000 and shareholders' equity of $247,326,000. Additionally, operating expenses have risen, contributing to the net loss but reflecting continued investment in research and development, and increased operating income was noted in comparison to the previous year. Furthermore, there are continued challenges in cash flow, particularly due to changes in working capital, but efforts to improve financial conditions are ongoing.

Form Type: 425

Filing Date: 2025-04-08

Corporate Action: Merger

Type: New

Accession Number: 000095010325004506

Filing Summary: On April 7, 2025, John Dunn, President and CEO of Shyft Group, communicated updates on the proposed merger with Aebi Schmidt Holding AG. This merger is part of Shyft's strategy to enhance its position in the specialty vehicles market, with an expected closing in mid-2025. Leadership teams from both companies are collaborating to integrate their businesses effectively. A key milestone is the filing of a registration statement on Form S-4 by Aebi Schmidt with the SEC, signaling the start of the SEC review necessary for merger finalization. Once completed, they will be closer to obtaining shareholder approvals. The new entity, post-merger, will be named 'Aebi Schmidt Group' and trade under the ticker 'AEBI' on Nasdaq. A leadership structure has been established, with key roles confirmed, including Barend Fruithof as Group CEO and Marco Portmann as Group CFO. The next Ask Me Anything session is scheduled for April 17, 2025, emphasizing the company's commitment to transparency during the merger process.

Form Type: 425

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000095010325004380

Filing Summary: On April 4, 2025, The Shyft Group, Inc. filed an investor presentation related to its proposed merger with Aebi Schmidt Holding AG. The merger involves Shyft being integrated into an indirect subsidiary of Aebi Schmidt, which will be named 'Aebi Schmidt Group' with a new ticker symbol 'AEBI' on Nasdaq. Significant transaction updates were noted, including regulatory filings and financing progress, highlighting a successful $600 million credit facility and regulatory clearance from various authorities. The merger is expected to close by mid-2025, with key milestones including a special shareholder meeting for approval and ongoing management discussions about organizational structure and value creation. The investor presentation also included forward-looking statements, emphasizing anticipated benefits from the merger such as enhanced operational synergies and financial strength. Potential risks related to the merger are also addressed, including regulatory hurdles and market conditions. Moreover, key transaction updates showed positive momentum, including a landmark contract with MSP International Airport for snow removal vehicles, indicative of strong customer relationships and market positioning. The presentation stressed that expected synergies from the merger have not yet been reflected in historical financials, with pro forma financials showing combined sales of $1.868 billion and adjusted EBITDA of $148 million.

Form Type: 425

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000095010325004381

Filing Summary: On April 4, 2025, Aebi Schmidt Holding AG announced the proposed merger with The Shyft Group, Inc. A registration statement on Form S-4 was filed with the SEC to initiate the SEC review process. The merger is expected to close in mid-2025, pending SEC approval and other customary conditions. The combined company will operate under the name Aebi Schmidt Group and will be listed on Nasdaq with the ticker symbol 'AEBI'. The press release highlighted projected financial synergies with combined revenues of $1.9 billion and adjusted EBITDA of $148 million for 2024. A new leadership team has been announced, including Barend Fruithof as Group CEO and Marco Portmann as Group CFO. The merger is seen as a significant step towards unlocking value for shareholders, with Aebi Schmidt's board expressing confidence in the strategic potential of the deal.

Form Type: 425

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000095010325004427

Filing Summary: On April 4, 2025, Shyft Group, Inc. issued a press release announcing the filing of a registration statement on Form S-4 by Aebi Schmidt Holding AG in connection with a proposed merger involving an indirect, wholly owned subsidiary of Aebi Schmidt. The communication indicates that this transaction is a step forward in Shyft's strategic objectives and includes a description of how the merger is expected to improve operations and enhance revenue and cash flow, along with potential synergies and growth opportunities for both companies. The press release is available on Shyft's investor relations website, and further details regarding the merger and related proxy statement/prospectus will be provided to stakeholders. This notice also clarifies that it does not constitute an offer or solicitation for securities, and participants in the solicitation may include directors and executive officers of Shyft and Aebi Schmidt.

Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000095010325004426

Filing Summary: On April 4, 2025, The Shyft Group, Inc. announced the filing of a registration statement on Form S-4 by Aebi Schmidt Holding AG in relation to its proposed merger with an indirect, wholly owned subsidiary of Aebi Schmidt. This merger is part of a strategic initiative aimed at enhancing operations, driving revenue growth, and improving cash flow. The press release details that the registration statement includes a combined proxy statement/prospectus for both Shyft and Aebi Schmidt, which outlines the transaction and relevant information for stockholders. The document also indicates that certain executives and directors may be considered participants in the solicitation of proxies related to the merger. The filing aims to inform shareholders about the merger's potential benefits and the steps leading to its completion, emphasizing the importance of reading all related documents before making any decisions regarding the proposed transaction.

Form Type: DEF 14A

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000114036125011166

Filing Summary: On March 31, 2025, The Shyft Group, Inc. filed a definitive proxy statement outlining key corporate governance matters for the upcoming 2025 Annual Meeting of Shareholders set for May 14, 2025. The meeting will be conducted virtually and aims to vote on various proposals, including the election of directors, ratification of independent auditors, approval of executive compensation, and an amendment to the Stock Incentive Plan. Notably, the document highlights Shyft's strategic focus for 2024, emphasizing resilience, operational improvements, and innovations in vehicle safety and technology. The company is advancing through its merger agreement with Aebi Schmidt Holding AG, aimed at enhancing market presence and operational capabilities. The agreement stipulates that upon closure, shareholders of Shyft will hold approximately 48% of Aebi Schmidt's common stock, with the merger anticipated to finalize by mid-2025, pending customary regulatory approvals and shareholder votes. The proxy also discusses Shyft's commitment to corporate governance, shareholder engagement, and sustainability initiatives, including the successful 'Mission Zero' safety program and growth strategies through acquisitions and product innovations.

Form Type: 425

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000143774925006902

Filing Summary: Aebi Schmidt Group has successfully closed a USD 600 million syndicated loan agreement, arranged by UBS Switzerland AG and Zürcher Kantonalbank, which was significantly oversubscribed. This financing is a key milestone supporting Aebi Schmidt Group's planned Nasdaq listing. The loan agreement follows three months after the merger agreement with The Shyft Group, signed on December 16, 2024, and will finance the new combined entity's operations for the next few years. The senior secured, multicurrency credit agreement includes a partially amortising credit facility of $350 million and a revolving credit facility of $250 million, with a term of five years after the initial drawdown. Barend Fruithof, CEO of Aebi Schmidt Group, expressed gratitude for the successful syndication, indicating strong support from banks. The document elaborates on Aebi Schmidt’s growth strategies and the anticipated financial performance of the combined company, emphasizing synergies and expansion in their respective markets, while warning about various risks and uncertainties surrounding the merger and future operations.

Form Type: 425

Filing Date: 2025-01-14

Corporate Action: Merger

Type: New

Accession Number: 000095010325000444

Filing Summary: The Shyft Group, Inc. has announced a proposed merger with an indirect, wholly owned subsidiary of Aebi Schmidt Holding AG. The communication emphasizes that the posted content on LinkedIn is for informational purposes and does not constitute an offer or solicitation of any securities. It outlines that participants in the solicitation may include directors and executive officers from both Shyft and Aebi Schmidt. Aebi Schmidt is set to file a registration statement on Form S-4 with the SEC that will include a combined proxy statement/prospectus detailing the transaction. The document advises investors to read the upcoming proxy statement/prospectus carefully to understand the implications of the merger, including expected benefits and risks involved. The document also contains forward-looking statements regarding Shyft’s anticipated growth strategies and the expected financial performance of the combined company following the merger. Risks associated with the merger are noted, including the possibility of not meeting closing conditions, litigation, and potential adverse effects on customer and supplier relationships.

Form Type: 425

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000095010325000428

Filing Summary: On January 13, 2025, The Shyft Group, Inc. announced a proposed merger with an indirectly, wholly owned subsidiary of Aebi Schmidt Holding AG. The communication states that the microsite available at aspecialtyvehiclesleader.com provides relevant information about the merger. It emphasizes that this communication is for informational purposes only and does not constitute an offer to buy or sell securities. The parties involved in the solicitation of proxies related to the merger include Shyft and Aebi Schmidt, along with their directors and executive officers. Aebi Schmidt plans to file a registration statement on Form S-4 with the SEC, which will contain a combined proxy statement/prospectus detailing the transaction. Forward-looking statements included in the document highlight expectations regarding the proposed transaction's timing, financial performance, and market behavior following completion. Risks associated with the transaction and its completion process were also outlined. The document encourages investors to read the final combined proxy statement/prospectus when available, as it will contain important information regarding the merger.

Form Type: 425

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000095010325000430

Filing Summary: On January 13, 2025, The Shyft Group, Inc. communicated to shareholders about its proposed merger with an indirectly, wholly owned subsidiary of Aebi Schmidt Holding AG. The Shyft board determined that a strategic transformational action was necessary to elevate Shyft beyond its small market capitalization limitations, which have obstructed its ability to generate sustainable value. The merger is anticipated to create a combined entity with greater valuation, improved profitability, and growth opportunities. Shyft represents only 45% of the projected revenue in 2025, but shareholders will have nearly half the ownership and value of the new company. European markets, characterized by predictability and low cyclicality, are expected to provide significant free cash flow, particularly with the anticipated growth of electrified vehicles by 2026. Aebi Schmidt has expressed confidence in Shyft's strong order book from Monroe and its future prospects. This communication serves informational purposes and does not solicit offers or approvals related to securities. Aebi Schmidt plans to file a registration statement on Form S-4 with the SEC to formalize the transaction details, which will include a combined proxy statement/prospectus.

Form Type: 425

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000095010325000431

Filing Summary: On January 13, 2025, The Shyft Group, Inc. announced a release of an investor presentation concerning their proposed merger with Aebi Schmidt Group AG, a Switzerland Aktiengesellschaft. This merger was previously announced on December 16, 2024. The investor presentation contains supplemental information about the merger and will be utilized in various investor communications. A joint press release regarding the presentation was issued on the same date. The communication emphasizes that this is for informational purposes and does not constitute an offer or solicitation related to securities. Additionally, it outlines that Shyft and Aebi Schmidt’s executives may be considered participants in the solicitation of proxies connected to the merger. The document discusses the need for registration statements and filing with the SEC, alongside forward-looking statements about the anticipated benefits and risks associated with the merger. The announcement aligns with Shyft's ongoing communication regarding the merger process and serves to keep stakeholders informed of developments.

Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000095010325000425

Filing Summary: On January 13, 2025, The Shyft Group, Inc. released an investor presentation regarding its proposed merger with an indirect, wholly owned subsidiary of Aebi Schmidt Group AG, which was initially announced on December 16, 2024. The investor presentation includes supplemental information about the merger and will be utilized in communications with current and potential investors. A joint press release was also issued on this date concerning the investor presentation, highlighting the details of the merger and the importance of the information provided. The filing includes a statement informing that this communication is for informational purposes and should not be considered an offer to buy or sell securities. The document outlines that Aebi Schmidt will file a registration statement on Form S-4 in connection with this transaction, with a combined proxy statement/prospectus to be prepared and filed. Furthermore, the document mentions certain forward-looking statements regarding the expectations and risks related to the merger.