A S V (MM) (NASDAQ:ASVI)
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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Agreement, including there being validly tendered and not withdrawn a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.