WESTPORT, Conn.--(BUSINESS WIRE)--Jan. 28, 2008--Terex Corporation
(NYSE: TEX) today announced that Terex Minnesota, Inc., a wholly owned
subsidiary of Terex, has commenced a tender offer to purchase all of
the outstanding shares of A.S.V., Inc. (NASDAQ: ASVI) ("ASV") common
stock for $18.00 per share in cash.
The tender offer (the "Offer") is being made pursuant to a merger
agreement ("the Agreement") with ASV, dated as of January 13, 2008,
and is scheduled to expire at midnight, New York City time, at the end
of Monday, February 25, 2008, unless extended.
The Board of Directors of ASV has recommended that holders of
shares of ASV common stock accept the Offer and tender their shares in
the Offer.
There is no financing condition to the tender offer. The tender
offer is subject to the satisfaction of certain conditions set forth
in the Agreement, including there being validly tendered and not
withdrawn a majority of the total number of outstanding shares of
common stock of ASV on a fully-diluted basis, the receipt of required
regulatory approvals and clearances, and other customary conditions.
About Terex
Terex Corporation is a diversified global manufacturer with 2006
net sales of $7.6 billion. Terex operates in five business segments:
Aerial Work Platforms, Construction, Cranes, Materials Processing &
Mining, and Roadbuilding, Utility Products and Other. Terex
manufactures a broad range of equipment for use in various industries,
including the construction, infrastructure, quarrying, surface mining,
shipping, transportation, refining, and utility industries. Terex
offers a complete line of financial products and services to assist in
the acquisition of Terex equipment through Terex Financial Services.
More information on Terex can be found at www.terex.com.
About ASV
ASV, Inc. designs, manufactures and sells rubber track machines
and related components, accessories, and attachments. Its
purpose-built chassis and patented rubber track undercarriage
technology are unique and lead all rubber track loaders in innovation
and performance. ASV products are able to traverse nearly any terrain
with minimal damage to the ground, making them effective in markets
such as construction, landscaping, forestry and agriculture. ASV's
wholly-owned subsidiary Loegering Mfg., Inc. designs, manufactures and
sells traction products and attachments for the skid-steer industry.
For more information, visit ASV's website at http://www.asvi.com/ or
Loegering's website at http://www.loegering.com/. Goldman, Sachs & Co.
acted as financial advisor to ASV on this transaction.
Forward Looking Statements
This press release contains forward-looking information based on
the current expectations of Terex Corporation and A.S.V, Inc. Because
forward-looking statements involve risks and uncertainties, actual
results could differ materially. Such risks and uncertainties, many of
which are beyond the control of Terex and ASV, include those factors
that are more specifically set forth in the public filings of Terex
and ASV with the Securities and Exchange Commission. Actual events or
the actual future results of Terex and ASV may differ materially from
any forward looking statement due to those and other risks,
uncertainties and significant factors.
The forward-looking statements speak only as of the date of this
press release. Terex and ASV expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statement included in this press release to reflect
any changes in expectations with regard thereto or any changes in
events, conditions, or circumstances on which any such statement is
based.
This announcement is for informational purposes only and does not
constitute an offer to purchase or a solicitation of an offer to sell
any securities. The solicitation and the offer to purchase all of the
outstanding shares of ASV common stock are only being made pursuant to
the tender offer statement, offer to purchase and related materials
that are being filed with the Securities and Exchange Commission (SEC)
on January 28, 2008.
ASV shareholders are urged to read the tender offer statement,
letter of transmittal and other materials relating to the tender
offer, as they contain important information, including the various
terms of, and conditions to, the tender offer. Shareholders can obtain
a copy of the tender offer statement, letter of transmittal and other
related materials free of charge from the SEC's Edgar Database, which
can be accessed through the SEC's Internet site (http://www.sec.gov)
or from the information agent for the tender offer, MacKenzie
Partners, Inc., by calling (800) 322-2885 (call toll-free). We urge
ASV shareholders to carefully read those materials prior to making any
decision with respect to the tender.
CONTACT: Terex:
Media
Mike Bazinet, 203-222-6113
Director, Global Communications
michael.bazinet@terex.com
or
Investors
Tom Gelston, 203-222-5943
Director, Investor Relations
thomas.gelston@terex.com
SOURCE: Terex Corporation