Manitex International, Inc. (NASDAQ: MNTX) (“Manitex” or the
“Company”), a leading international provider of truck cranes,
specialized industrial equipment, and construction equipment rental
solutions to infrastructure and construction markets, today held
its special meeting of shareholders (the “Special Meeting”) to
consider three proposals relating to the previously announced
Agreement and Plan of Merger, dated September 12, 2024 (as it may
be amended from time to time in accordance with its terms, the
“Merger Agreement”), by and among the Company, Tadano Ltd.
(“Tadano”) and Lift SPC Inc., a wholly owned subsidiary of Tadano
(“Merger Sub”). On the terms and subject to the conditions of the
Merger Agreement, Merger Sub will merge with and into the Company
(the “Merger”), with the Company continuing as the surviving
corporation and a wholly owned subsidiary of Tadano.
The first proposal, to approve the Merger Agreement, was
approved by the affirmative vote of a majority of the outstanding
shares of the Company’s common stock entitled to vote thereon.
The second proposal, a non-binding, advisory proposal to approve
compensation that will or may become payable by the Company to its
named executive officers in connection with the Merger, was
approved by the affirmative vote of the holders of a majority of
the shares of the Company’s common stock entitled to vote thereon
and present or represented by proxy at the Special Meeting.
The third proposal, to approve the adjournment of the Special
Meeting, if necessary or appropriate, was deemed not necessary and
not acted upon at the Special Meeting as a result of the approval
of the first proposal.
Under the terms of the Merger Agreement, subject to the
fulfillment of customary closing conditions, Tadano will acquire
all of the Company’s common stock not already owned by Tadano and
its affiliates for $5.80 per share in cash. Approval by the
Company’s shareholders satisfies one of the conditions necessary
for completion of the transaction, and the parties continue to
expect the transaction to close in early January 2025. Upon
completion of the transaction, the Company’s shares will no longer
trade on NASDAQ, and the Company will become a private company.
Full results of the vote will be reported on a Form 8-K that the
Company will file with the U.S. Securities and Exchange Commission
(the “SEC”). References herein to terms of the Merger Agreement are
subject to, and are qualified by reference to, the full terms of
the Merger Agreement, which the Company filed with the SEC on Form
8-K on September 12, 2024.
ADVISORS
Brown Gibbons Lang & Company is serving as exclusive
financial advisor to Manitex, and Bryan Cave Leighton Paisner LLP
is serving as legal counsel to Manitex.
Perella Weinberg Partners is serving as exclusive financial
advisor to Tadano, and Sullivan & Cromwell LLP is serving as
legal counsel to Tadano.
ABOUT MANITEX INTERNATIONAL
Manitex International is a leading provider of mobile truck
cranes, industrial lifting solutions, aerial work platforms,
construction equipment and rental solutions that serve general
construction, crane companies, and heavy industry. The company
engineers and manufactures its products in North America and
Europe, distributing through independent dealers worldwide. Our
brands include Manitex, PM, Oil & Steel, Valla, and Rabern
Rentals.
ABOUT TADANO
Since Tadano developed Japan’s first hydraulic truck crane in
1955, the company has grown globally, while constantly striving to
implement its Corporate Philosophy of Creation, Contribution, and
Cooperation. The Tadano Group delivers its Core Values – Safety,
Quality, and Efficiency Based on Compliance (C+SQE) – in each and
every one of its products and services.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical facts,
including statements concerning the Company’s plans, objectives,
goals, beliefs, strategy and strategic objectives, future events,
business conditions, results of operations, financial position,
business outlook, business trends and other information, as well as
statements related to the expected timing, completion, financial
benefits, and other effects of the proposed merger, may be
forward-looking statements. These statements are based on current
expectations of future events and may include words such as
“anticipate,” “estimate,” “plan,” “project,” “continuing,”
“ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,”
“could,” and similar expressions. Such statements are based on
current plans, estimates, expectations and assumptions and involve
a number of known and unknown risks, uncertainties and other
factors that could cause the Company’s future results, performance
or achievements to differ significantly from the results,
performance or achievements expressed or implied by such
forward-looking statements. Forward-looking statements represent
management’s beliefs, based upon information available at the time
the statements are made, with regard to the matters addressed; they
are not guarantees of future performance. Actual results may prove
to be materially different from the results expressed or implied by
the forward-looking statements. Risks and uncertainties include,
but are not limited to: (i) the risk that the proposed merger may
not be completed in a timely manner or at all, which may adversely
affect the Company’s business and the price of its common stock,
(ii) the failure to satisfy the conditions to the consummation of
the proposed merger, including the receipt of certain governmental
and regulatory approvals in a timely manner or at all or that such
approvals may be subject to conditions that are not anticipated,
(iii) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement,
(iv) the effect of the announcement or pendency of the proposed
merger on the Company’s business relationships, operating results
and business generally, (v) the risk that the proposed merger
disrupts the Company’s current plans and operations and potential
difficulties in the Company’s employee retention as a result of the
proposed merger, (vi) the outcome of any legal proceedings that may
be instituted against the Company related to the Merger Agreement
or the proposed merger, (vii) the risk that the proposed merger and
its announcement could have an adverse effect on the ability of the
Company to retain and hire key personnel and to maintain
relationships with customers, vendors, employees, shareholders and
other business partners and on its operating results and business
generally, (viii) the risk that the Company’s business and/or
Tadano’s business will be adversely impacted during the pendency of
the acquisition, (ix) risks related to financial community and
rating agency perceptions of the Company or Tadano or their
respective businesses, operations, financial condition and the
industry in which they operate, (x) risks related to disruption of
management attention from ongoing business operations due to the
proposed merger, (xi) risks related to the potential impact of
general economic, political and market factors on the Company,
Tadano or the proposed merger and (xii) expected cost savings,
synergies and other financial benefits from the proposed merger not
being realized within the expected time frames and costs or
difficulties relating to integration matters being greater than
expected. The foregoing list of risk factors is not exhaustive.
Readers are advised to carefully consider the foregoing risk
factors and the other risks and uncertainties that affect the
businesses of the Company described in the “Risk Factors” section
of the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2023, filed with the SEC on February 29, 2024;
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2024, filed on May 2, 2024, June 30, 2024, filed on August 7, 2024,
and September 30, 2024, filed on November 7, 2024; and other
reports and documents filed from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Copies of these filings are available online at
https://www.manitexinternational.com/sec-filing/. Although the
Company believes that these statements are based upon reasonable
assumptions, it cannot guarantee future results. Forward-looking
statements speak only as of the date on which they are made, and
the Company undertakes no obligation to update publicly or revise
any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as otherwise
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20241220204711/en/
IR CONTACT Paul Bartolai or Noel Ryan
MNTX@val-adv.com
Manitex (NASDAQ:MNTX)
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De Dic 2024 a Ene 2025
Manitex (NASDAQ:MNTX)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
