MANITOU BF S.A. Accepts Shares in Tender Offer for Common Stock of GEHL Company and Commences Subsequent Offering Period
October 21 2008 - 7:00AM
PR Newswire (US)
ANCENIS, France, Oct. 21 /PRNewswire/ -- MANITOU BF S.A. announced
today the expiration of the initial offering period of, and the
acceptance of shares validly tendered in, the tender offer by its
wholly-owned subsidiary TENEDOR Corporation for all outstanding
shares of common stock of GEHL Company (NASDAQ:GEHL). The initial
offering period expired, as scheduled, at 5:00 p.m., New York City
time, on Monday, October 20, 2008. The depositary for the tender
offer has advised MANITOU and TENEDOR that shareholders of GEHL
have, as of the expiration of the initial offering period, validly
tendered and not withdrawn a total of 8,988,693 GEHL shares,
representing, when taken together with the 1,748,046 shares already
owned by MANITOU, approximately 89.0% of the outstanding and fully
diluted shares of common stock of GEHL. An additional 1,315,245
GEHL shares were tendered pursuant to notices of guaranteed
delivery. TENEDOR has accepted for payment all GEHL shares that
were validly tendered in the initial offering period. Immediately
prior to acceptance, GEHL cancelled all outstanding awards of stock
options, restricted stock and stock appreciation rights granted to
employees and directors of GEHL pursuant to the company's incentive
plans and converted them into the right to receive an equivalent
amount in cash, less any applicable exercise price and required
withholding and employment taxes. MANITOU also announced that
TENEDOR has commenced a subsequent offering period for all
remaining shares of GEHL common stock, to permit shareholders who
have not yet tendered their shares the opportunity to do so. This
subsequent offering period will expire at 12:00 p.m. (noon), New
York City time, on Friday, October 24, 2008, unless further
extended. Any such extension will be followed by a public
announcement no later than 9:00 a.m., New York City time, on the
next business day after the subsequent offering period was
scheduled to expire. The same $30.00 per share price offered in the
prior offering period will be paid during the subsequent offering
period. All shares validly tendered during this subsequent offering
period will be immediately accepted and payment will be made
promptly after acceptance, in accordance with the terms of the
offer. Procedures for tendering shares during the subsequent
offering period are the same as during the initial offering period
with two exceptions: (1) shares cannot be delivered by the
guaranteed delivery procedure and (2) shares tendered during the
subsequent offering period may not be withdrawn. Pursuant to the
terms of the previously announced merger agreement, MANITOU expects
to effect a merger of TENEDOR with and into GEHL, subject to the
satisfaction or waiver of the conditions to the merger, pursuant to
which GEHL will become a wholly-owned subsidiary of MANITOU. In the
merger, TENEDOR will acquire all other GEHL shares (other than
those as to which holders properly exercise appraisal rights, if
any are available) at the same $30.00 per share price, without
interest and less any required withholding taxes, that was paid in
the tender offer. MANITOU intends to cause TENEDOR to complete the
merger as soon as practicable and, as a result of MANITOU's and
TENEDOR's ownership of more than 66 2/3% of the outstanding shares
of GEHL after TENEDOR's purchase of the accepted shares, MANITOU
and TENEDOR control the necessary votes to assure shareholder
approval of the merger, and are required by the merger agreement to
vote their shares in favor of approving the merger. If, as a result
of additional shares tendered and purchased in the subsequent
offering period or otherwise, MANITOU and TENEDOR become the owner
of at least 90% of the outstanding GEHL shares, TENEDOR will be
able to effect the merger without the need for a meeting of GEHL's
shareholders. MANITOU BF, headquartered in Ancenis in the Loire
Atlantique department of France, engages in the design,
manufacturing and distribution of material handling equipment
serving the construction, agriculture and industrial sectors. With
its 23 manufacturing and distribution subsidiaries, the MANITOU
Group is the global leader in rough terrain equipment
(all-wheel-steer loaders and telescopic handlers). The company has
a distribution network of approximately 600 hundred distributors in
120 countries. Its product line also includes aerial work
platforms, compact loaders, masted forklift trucks and stackers. In
2007, the Group generated a record �?�1,260.0 million in sales and
a net income of �?�86.1 million. Additional information available
on http://www.manitou.com/ or by contacting . GEHL Company
(NASDAQ:GEHL) is a manufacturer of compact equipment used worldwide
in construction and agricultural markets. Founded in 1859, the
Company is headquartered in West Bend, Wisconsin. The Company
markets its products under the GEHL(R) and Mustang(R) brand names.
Mustang product information is available on the Mustang
Manufacturing website (http://www.mustangmfg.com/). CE Attachments,
Inc. information is available at (http://www.ceattach.com/). GEHL
Company information is available at (http://www.gehl.com/) or
contact: GEHL Company, 143 Water Street, West Bend, WI 53095
(telephone: 262-334-9461). TENEDOR and MANITOU have filed a Tender
Offer Statement, Rule 13e-3 Transaction Statement and amended
Schedule 13D Beneficial Ownership Statement on Schedule TO
containing the offer to purchase, forms of letters of transmittal
and other documents relating to the tender offer and GEHL has filed
a Recommendation Statement on Schedule 14D-9 with respect to the
tender offer. TENEDOR, MANITOU and GEHL have mailed these documents
to the shareholders of GEHL. These and other documents that MANITOU
and GEHL have filed and will file with the SEC relating to the
tender offer contain and will contain important information about
the tender offer and shareholders of GEHL are urged to read them
carefully. Shareholders of GEHL can obtain a free copy of these
documents at http://www.gehl.com/ and the website maintained by the
Securities and Exchange Commission at http://www.sec.gov/. In
addition, shareholders will be able to obtain a free copy of these
documents from MANITOU by contacting MANITOU's Information Agent,
D.F. King, at (800) 967-7921 or from GEHL by contacting GEHL's
Investor Relations Department at (262) 334-9461. This press release
contains forward-looking statements, including statements in
connection with the tender offer and the proposed acquisition,
which involve a number of risks and uncertainties. These statements
are based on MANITOU's and GEHL's current expectations and beliefs.
Actual results could differ materially from the results implied by
these statements. Factors that may cause or contribute to such
differences include: the risk that the conditions to the offer or
the merger set forth in the merger agreement will not be satisfied
and difficulties that MANITOU may suffer in connection with its
plans for financing the tender offer and acquisition of GEHL. Risks
relating to the tender offer and merger are described in the
documentation filed with the SEC by MANITOU and GEHL as referenced
in the immediately preceding paragraph. Risks relating to GEHL are
described in GEHL's report on Form 10-K filed with the Securities
and Exchange Commission for the fiscal year ended December 31,
2007. GEHL and MANITOU are under no obligation to (and expressly
disclaim any such obligation to) update or alter their
forward-looking statements whether as a result of new information,
future events or otherwise. DATASOURCE: MANITOU BF S.A. CONTACT:
D.F. King & Co., Inc., for MANITOU BF S.A., 1-800-967-7921 Web
Site: http://www.ceattach.com/ http://www.gehl.com/
http://www.manitou.com/ http://www.mustangmfg.com/
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