WESTPORT, Conn., Jan 14, 2008 (BUSINESS WIRE) -- Terex Corporation (NYSE: TEX) today announced that it has reached
a definitive agreement to acquire A.S.V., Inc. (NASDAQ: ASVI) through
a tender offer followed by a merger. Headquartered in Grand Rapids,
Minnesota, ASV is a manufacturer of compact rubber track loaders and
related accessories, undercarriages and traction products. The
transaction is valued at approximately $488 million, or $18 per fully
diluted share of ASV common stock, and is subject to the valid tender
of a majority of ASV's fully diluted common shares, regulatory
approvals and other customary conditions. Terex expects the
transaction to close by the end of the first quarter of 2008.
"ASV is a leader in compact track loader technology and with the
global reach of Terex, we see tremendous opportunity for expanding ASV
product sales," said Ronald M. DeFeo, Terex Chairman and Chief
Executive Officer. "The ASV acquisition is an excellent strategic and
cultural fit and provides a great addition to our product offerings as
Terex continues to grow as a global construction equipment
manufacturer. From a financial perspective, we expect that ASV will
add approximately $220-250 million in sales on a 2008 full-year basis
and we are confident that this acquisition will enhance future
earnings growth potential for Terex."
A simultaneous webcast of a conference call with analysts and
institutional investors covering the facts and merits of the ASV
transaction will be held today at 1:00 p.m. EST and archived for
future reference, including a supporting slide presentation. The
webcast can be accessed in listen-only mode through the investor
relations section of www.terex.com. This webcast and conference call
will not include comment on 2007 results or 2008 earnings guidance.
Details for analysts and institutional investors on dial-in
instruction for the call are provided towards the end of this release.
ASV compact track loaders feature a patent-protected undercarriage
and exert one tenth the ground pressure of a skid steer loader,
resulting in much less ground or turf damage during work. In addition,
compact track loaders offer increased traction and greater stability.
ASV compact track loaders will join an existing Terex compact
equipment range of backhoe-loaders, mini excavators, compact wheel
loaders, site dumpers, compaction rollers, light towers, generators
and telehandlers.
"This combination with Terex is a perfect fit for ASV," said
Richard A. Benson, Chairman and CEO of ASV. "We gain access to the
resources and know-how of a much larger company with a very impressive
global footprint. ASV will have access to a broader product line and
our production facilities could benefit significantly from the
incremental volume of Terex machines. The timetable for meeting ASV's
strategic priorities is accelerated considerably by the merger, which
is a big plus for employees, dealers and the communities in which we
do business. Caterpillar Inc. (NYSE:CAT) a large ASV customer and
owner of 23.5% of ASV shares, has indicated its support for the
merger."
"We are truly excited to welcome ASV, its team members and
distributors to the Terex Construction family," said Robert Isaman,
President, Terex Construction. "There is no question that our
combination with ASV represents a great step forward for both
companies and that our customers in the construction, landscaping and
homeowners with acreage segments will be the ultimate beneficiaries of
our expanded product offerings."
Call Details
The conference call covering the facts and merits of the ASV
transaction will be held today at 1:00 p.m. EST. Ronald M. DeFeo,
Chairman and CEO, will host the call. To access the call, call (877)
726-6603 least 10 minutes before the call is scheduled to begin.
To accommodate our audiences in earlier time zones or anyone
unable to listen, there will be a replay of the teleconference. The
replay will be available shortly after the conclusion of the call and
can be accessed until Monday, January 21, 2008 at 5:00 p.m. EST. To
access the replay, please call (800) 642-1687 and enter conference id
#31122374.
International participants should call (706) 634-5517 at least 15
minutes before the start of the conference call. To access the replay,
please call (706) 645-9291 and enter conference id #31122374.
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.
Important Notice
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any of ASV's
common shares. The tender offer described herein has not yet been
commenced. On the commencement date of the tender offer, an offer to
purchase, a letter of transmittal and related documents will be filed
with the Securities and Exchange Commission, will be mailed to
shareholders of record and will also be made available for
distribution to beneficial owners of common shares. The solicitation
of offers to buy ASV common shares will only be made pursuant to the
offer to purchase, the letter of transmittal and related documents.
When they are available, shareholders should read those materials
carefully because they will contain important information, including
the various terms of, and conditions to, the tender offer. When they
are available, shareholders will be able to obtain the offer to
purchase, the letter of transmittal and related documents without
charge from the Securities and Exchange Commission's Website at
www.sec.gov or from the information agent that we select. Shareholders
are urged to read carefully those materials when they become available
prior to making any decisions with respect to the tender offer.
ASV will file a solicitation/recommendation statement with the SEC
in connection with the tender offer, and, if required, will file a
proxy statement or information statement with the SEC in connection
with the second-step merger. Shareholders are strongly advised to read
these documents if and when they become available because they will
contain important information about the tender offer and the proposed
merger. Shareholders would be able to obtain a free copy of the
solicitation/recommendation statement and the proxy statement or
information statement as well as other filings containing information
about ASV, the tender offer and the merger, if and when available,
without charge, at the SEC's Internet site (http://www.sec.gov). In
addition, copies of the solicitation/recommendation statement, the
proxy statement or information statement and other filings containing
information about ASV, the tender offer and the merger may be
obtained, if and when available, without charge, by directing a
request to A.S.V., Inc., Attention: Investor Relations, 840 Lily Lane,
P.O. Box 5160, Grand Rapids, MN 55744, by phone at 218-327-5367, or on
ASV's' Internet site at http://www.asvi.com.
SOURCE: Terex Corporation
Terex Corporation
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
or
ASV
Media & Investors
Lisa Walsh, 218-327-5367
Director, Corporate Affairs
lwalsh@asvi.com