Terex Successfully Completes Tender Offer for A.S.V., Inc.
26 Fevereiro 2008 - 10:30AM
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and not withdrawn, representing approximately 98% of the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and not withdrawn have been accepted for payment in accordance with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.
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