Terex Commences Tender Offer to Acquire A.S.V. Common Shares for $18.00 Per Share in Cash
28 1월 2008 - 10:30PM
Business Wire
Terex Corporation (NYSE: TEX) today announced that Terex Minnesota,
Inc., a wholly owned subsidiary of Terex, has commenced a tender
offer to purchase all of the outstanding shares of A.S.V., Inc.
(NASDAQ: ASVI) (�ASV�) common stock for $18.00 per share in cash.
The tender offer (the �Offer�) is being made pursuant to a merger
agreement (�the Agreement�) with ASV, dated as of January 13, 2008,
and is scheduled to expire at midnight, New York City time, at the
end of Monday, February 25, 2008, unless extended. The Board of
Directors of ASV has recommended that holders of shares of ASV
common stock accept the Offer and tender their shares in the Offer.
There is no financing condition to the tender offer. The tender
offer is subject to the satisfaction of certain conditions set
forth in the Agreement, including there being validly tendered and
not withdrawn a majority of the total number of outstanding shares
of common stock of ASV on a fully-diluted basis, the receipt of
required regulatory approvals and clearances, and other customary
conditions. 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. 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 are being
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.
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