WESTPORT, Conn., Feb 26, 2008 (BUSINESS WIRE) -- Terex Corporation (NYSE: TEX) ("Terex") today announced the
successful completion of its cash tender offer for all of the
outstanding shares of common stock of A.S.V., Inc. (NasdaqGS: ASVI)
("ASV") for $18.00 per share. The offer expired at midnight, New York
City time, Monday, February 25, 2008, at which time a total of
approximately 27,133,130 shares of ASV, including 3,074,315 shares
tendered under guaranteed delivery procedures, had been tendered and
not withdrawn, representing approximately 98% of the outstanding ASV
common stock. All shares that were validly tendered and not withdrawn
have been accepted for payment in accordance with the terms of the
tender offer.
Terex through its direct wholly owned subsidiary, Terex Minnesota,
Inc., will acquire all of the remaining outstanding shares of ASV
common stock by means of a merger under Minnesota law. In the merger,
each outstanding share of ASV common stock (other than shares to which
the holder has properly exercised dissenters' rights) will be
converted into the right to receive $18.00 per share in cash, without
interest. Following the merger, ASV common stock will no longer be
traded on NASDAQ. Terex expects that the merger will be implemented on
an expedited basis pursuant to the short form merger procedure
available under Minnesota law.
About Terex
Terex Corporation is a diversified global manufacturer with 2007
net sales of $9.1 billion. Terex operates in five business segments:
Terex Aerial Work Platforms, Terex Construction, Terex Cranes, Terex
Materials Processing & Mining, and Terex 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. Fried, Frank, Harris, Shriver & Jacobson LLP acted as
legal counsel to Terex.
About ASV
A.S.V., 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 and Dorsey &
Whitney LLP acted as legal counsel.
Forward Looking Statements
This press release contains or may be deemed to contain
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 were 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 offer.
SOURCE: Terex Corporation
Terex:
Media
Mike Bazinet
Director, Global Communications, 203-222-6113
michael.bazinet@terex.com
or
Investors
Tom Gelston, 203-222-5943
Director, Investor Relations
thomas.gelston@terex.com