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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

 

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to §240.14a-12

MANITEX INTERNATIONAL, INC.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

 

No fee required.

 

Fee paid previously with preliminary materials.

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 


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LOGO

    , 2024

Dear Manitex International, Inc. Shareholder:

You are cordially invited to attend a special meeting of shareholders of Manitex International, Inc. that will be held on     ,     , 2024, at      (Central Standard Time) ( as may be adjourned or postponed from time to time, the “special meeting”) at our principal executive offices located at 9725 Industrial Drive, Bridgeview, Illinois, 60455.

On September 12, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Tadano Ltd., a Japanese corporation (“Tadano”) and Lift SPC Inc., a Michigan corporation and a wholly owned subsidiary of Tadano (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Tadano. At the special meeting you will be asked to, among other things, consider and vote upon a proposal to approve the Merger Agreement.

If the Merger is completed, and upon the satisfaction of the conditions set forth in the Merger Agreement, you will be entitled to receive $5.80 in cash, without interest, less any required withholding taxes, for each share of our common stock owned by you. Acting in reliance upon the unanimous recommendation of a special committee of our board of directors, comprised solely of independent and disinterested directors (the “Transaction Committee”), our board of directors (the “Board”), has determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of the Company and the Company’s shareholders (other than holders of Excluded Shares, as defined below) and has adopted, authorized, approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement. The Board made its determination based in part on the recommendation of the Transaction Committee and after consultation with its legal and financial advisors and in part after consideration of a number of other factors as described in the accompanying proxy statement. “Excluded Shares” means shares of our common stock owned by Tadano, Merger Sub or the Company or their respective subsidiaries.

The proposed transaction contemplated by the Merger Agreement may be deemed a “Rule 13e-3 transaction” under the rules of the U.S. Securities and Exchange Commission (the “SEC”). If the transactions contemplated by the Merger Agreement are completed, we expect that the Company will become wholly-owned by Tadano. We further expect that the consummation of the transactions contemplated by the Merger Agreement will cause the Company’s common stock to be delisted from trading on Nasdaq.

Approval of the Merger Agreement requires the affirmative vote of holders of a majority of the shares of common stock outstanding at the close of business on the record date. The Board recommends that you vote “FOR” the proposal to approve the Merger Agreement, “FOR” the proposal to approve, by a non-binding advisory vote, the Merger-related compensation and “FOR” any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum at the special meeting.

Your vote is very important. The Merger cannot be completed unless the Merger Agreement is approved by the affirmative vote of holders of a majority of the shares of common stock outstanding at the close of business on the record date. Whether or not you plan to attend the special meeting, please complete, date, sign


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and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or over the Internet. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. The failure to return your proxy or vote at the special meeting in person will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.

If your shares of common stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of common stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of common stock “FOR” the proposal to approve the Merger Agreement will have the same effect as voting “AGAINST” the proposal to approve the Merger Agreement.

In considering the recommendation of the Board with respect to the proposal to approve the Merger Agreement, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, yours. Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement.

The accompanying proxy statement provides you with detailed information about the special meeting and the Merger Agreement and the transactions contemplated by it, including the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement and is incorporated by reference therein. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement. In addition, you should read the ‘Risk Factors’ section beginning on page 7 in our annual report on Form 10-K for the year ended December 31, 2023, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in this proxy statement, for risks relating to our business and for a discussion of the risks that you should consider in evaluating the proposed transaction and how it may affect you. You may also obtain additional information about the Company from other documents we have filed with the SEC.

If you have any questions or need assistance voting your shares of the Company common stock, please contact InvestorCom LLC, which is acting as the proxy solicitation agent and information agent for the Company in connection with the special meeting, or the Company at the following addresses or telephone numbers:

 

 

LOGO

19 Old Kings Highway S. – Suite 130

Darien, CT 06820

Shareholders may call toll-free: (877) 972-0090

Banks and brokers call collect: (203) 972-9300

E-mail: proxy@investor-com.com

– or –

Manitex International, Inc.

Attn: Corporate Secretary

9725 Industrial Drive

Bridgeview, Illinois 60455

(708) 237-2052


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Thank you for your cooperation, continued support and interest in Manitex International, Inc.

 

Sincerely,
    
Lynn Logerquist
Corporate Secretary

Neither the SEC, nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger, the Merger Agreement or the other transactions contemplated thereby, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated     , 2024 and is first being mailed to shareholders on or about     , 2024.


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MANITEX INTERNATIONAL, INC.

9725 Industrial Drive

Bridgeview, Illinois 60455

 

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

    , 2024

(Central Standard Time)

Notice is hereby given that a Special Meeting of Shareholders of Manitex International, Inc. will be held at our principal executive offices located at 9725 Industrial Drive, Bridgeview, Illinois 60455 on     ,     , 2024 at 11:00 a.m. (Central Standard Time) to consider and vote upon:

 

  1.

A proposal to approve the Agreement and Plan of Merger, dated as of 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., a Japanese corporation (“Tadano”), and Lift SPC Inc., a Michigan corporation and a wholly owned subsidiary of Tadano (“Merger Sub”). The Merger Agreement provides for the acquisition by Tadano of the Company through the Merger of Merger Sub with and into the Company (the “Merger”) with the Company continuing as the surviving corporation and a wholly owned subsidiary of Tadano. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement.

 

  2.

A proposal to approve, by a non-binding advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger, which compensation arrangements we refer to as the Merger-related compensation.

 

  3.

Any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of our common stock, no par value per share (“common stock”), present or represented by proxy at the special meeting to constitute a quorum.

The Merger Agreement and the Merger, along with the other transactions that would be effected in connection with the Merger, are described more fully in the attached proxy statement of which this notice forms a part, and we urge you to read the attached proxy statement carefully and in its entirety.

Approval of the Merger Agreement requires the affirmative vote of holders of a majority of the shares of common stock outstanding at the close of business on the record date. Approval of (i) the Merger-related compensation and (ii) any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum, each requires the affirmative vote of holders of a majority of the votes cast by the holders entitled to vote thereon at the special meeting. Acting in reliance upon the unanimous recommendation of a special committee of the board of directors, comprised solely of independent and disinterested directors (the “Transaction Committee”), the Company’s board of directors (the “Board”) has determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, the Company and its shareholders (other than holders of Excluded Shares, as defined below) and has adopted, authorized, approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Board made its determination based in part on the recommendation of the Transaction Committee and after consultation with its legal and financial advisors and in part after consideration of a number of other factors as described in the accompanying proxy statement. “Excluded Shares” means shares of our common stock owned by Tadano, Merger Sub or the Company or their respective subsidiaries.

The Board recommends that you vote “FOR” the proposal to approve the Merger Agreement, “FOR” the proposal to approve, by a non-binding advisory vote, the Merger-related compensation and “FOR”


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any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum at the special meeting.

Your vote is very important, regardless of the number of shares of common stock of the Company you own. The Merger cannot be completed unless the Merger Agreement is approved by the affirmative vote of holders of a majority of the shares of common stock outstanding at the close of business on the record date. Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy by telephone or over the Internet prior to the special meeting to ensure that your shares of common stock will be represented at the special meeting if you are unable to attend. If you fail to return your proxy card or fail to submit your proxy by phone or over the Internet, it will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement. If you are a shareholder of record, voting in person at the special meeting will revoke any proxy previously submitted. If you hold your shares of common stock through a bank, brokerage firm or other nominee, you should follow the procedures provided by your banker, brokerage firm or other nominee in order to vote.

The Board has fixed the close of business on     , 2024, as the record date for determination of shareholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. Only shareholders of record at the close of business on the record date are entitled to notice of, and to vote (in person or by proxy) at, the special meeting and at any adjournment or postponement thereof. You will be entitled to one vote for each share of common stock that you owned on the record date. A complete list of our shareholders of record entitled to vote at the special meeting will be available at the special meeting for inspection by any shareholder present at the special meeting.

Shareholders whose shares are registered directly with the Company’s transfer agent are considered, with respect to those shares, to be the shareholder of record. The Company has engaged Broadridge Financial Solutions, Inc. (“Broadridge”), to send this notice of special meeting, the proxy statement and the proxy card directly to shareholders of record. Shareholders of record have the right to vote online, vote by telephone, submit a proxy directly to Broadridge, or to vote in person at the special meeting. Shareholders whose shares are held in a brokerage account, or by another nominee, are considered the beneficial owners of shares held in “street name.” Materials for those shareholders are being forwarded to beneficial owners, together with a voting instruction card. Beneficial owners have the right to direct their bank, brokerage firm or other nominee as to how to vote and also are invited to attend the special meeting. Since a beneficial owner is not the shareholder of record, he or she may not vote those shares in person at the special meeting without a proxy from the bank, brokerage firm or other nominee that holds the shares, giving the beneficial owner the right to vote the shares at the meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR OVER THE INTERNET. IF YOU WILL ATTEND THE SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED. IF YOU HOLD YOUR SHARES OF COMMON STOCK THROUGH A BANK, BROKERAGE FIRM OR OTHER NOMINEE, YOU SHOULD FOLLOW THE PROCEDURES PROVIDED BY YOUR BANK, BROKERAGE FIRM OR OTHER NOMINEE IN ORDER TO VOTE.

 

By Order of the Board of Directors,
      
  Lynn Logerquist
 

Corporate Secretary

Dated:     , 2024


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TABLE OF CONTENTS

 

     Page  

Summary Term Sheet

     1  

Questions and Answers About the Special Meeting and the Merger

     12  

Cautionary Statement Regarding Forward-Looking Statements

     20  

Parties to the Merger

     23  

The Company

     23  

Tadano

     24  

Merger Sub

     24  

The Special Meeting

     25  

Date, Time and Place of the Special Meeting

     25  

Purpose of the Special Meeting

     25  

Record Date and Quorum

     25  

Attendance

     26  

Vote Required

     26  

Proxies and Revocation

     28  

Anticipated Date of Completion of the Merger

     28  

No Appraisal Rights

     28  

Solicitation of Proxies; Payment of Solicitation Expenses

     28  

Proposal 1: The Merger

     30  

Merger Consideration

     30  

Background of the Merger

     30  

Reasons for the Merger; Recommendation of the Company’s Board of Directors

     38  

Opinion of Brown Gibbons Lang & Company

     42  

Position of the Purchaser Filing Persons as to the Fairness of the Merger

     54  

Tadano Purpose of and Reasons for the Merger

     55  

Certain Effects of the Merger for Tadano

     57  

Plan of Tadano after the Merger

     57  

Benefits of the Merger for the Company’s Unaffiliated Shareholders

     58  

Detriments of the Merger for the Company’s Unaffiliated Shareholders

     58  

Consultation with Perella Weinberg Partners, Financial Advisor to Tadano

     58  

Certain Unaudited Company Forecasts

     66  

Financing of the Merger

     71  

Closing and Effective Time of the Merger

     71  

Payment of Merger Consideration and Surrender of Stock Certificates

     71  

Interests of the Company’s Directors and Executive Officers in the Merger

     72  

Intent to Vote in Favor of the Merger

     75  

Tadano’s Obligation to Vote in Favor of the Merger

     76  

Accounting Treatment

     76  

Material U.S. Federal Income Tax Consequences of the Merger

     76  

Regulatory Approvals

     77  

The Merger Agreement

     79  

Explanatory Note Regarding the Merger Agreement

     79  

Effects of the Merger; Directors and Officers; Articles of Incorporation; Bylaws

     79  

Treatment of Common Stock and Equity Awards

     80  

Exchange and Payment Procedures

     80  

Representations and Warranties

     82  

Covenants of the Company

     85  

Acquisition Proposals

     88  

Change of Board Recommendation

     89  

Covenants of Tadano

     91  

Efforts to Complete the Merger

     92  

Conditions to the Merger

     93  


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     Page  

Termination

     94  

Termination Fees

     95  

Fees and Expenses

     95  

Remedies

     95  

Modification or Amendment; Waiver

     96  

Governing Law and Jurisdiction

     96  

Provisions for Unaffiliated Company Shareholders

     97  

Important Information Regarding the Company

     97  

Company Background

     97  

Directors and Executive Officers of the Company

     97  

Market Price of the Company’s Common Stock

     99  

Dividends

     99  

Prior Public Offerings

     99  

Transactions in the Company’s Common Stock

     99  

Proposal 2: Advisory Vote on Merger-Related Compensation

     101  

Proposal 3: Vote on Adjournment

     102  

Principal Shareholders

     103  

No Appraisal Rights

     105  

Delisting and Deregistration of Common Stock

     105  

Where You Can Find More Information

     106  

Additional Information

     108  

Other Matters to Come Before the Meeting

     108  

Shareholder Proposals

     108  

Delivery of Proxy Materials to Households

     108  

Request to Return Proxies Promptly

     108  

Annex A—Agreement and Plan of Merger

     A-1  

Annex B—Opinion of Brown Gibbons Lang & Company

     B-1  

 

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SUMMARY TERM SHEET

The following summary term sheet highlights selected information in this proxy statement related to the Merger of Merger Sub with and into the Company and may not contain all of the information that may be important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, we encourage you to carefully read this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement. Each item in this summary term sheet includes a page reference directing you to a more complete description of that topic. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 106. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger. Unless indicated otherwise, any other capitalized term used herein but not otherwise defined herein has the meaning assigned to such term in the Merger Agreement.

Parties to the Merger (Page 23)

Manitex International, Inc. (the “Company,” “we,” “us” or “our”), is a leading provider of engineered lifting solutions. The Company designs, manufactures and distributes a diverse group of products that serve different functions and are used in a variety of industries. The Company reports in two business segments—Lifting Equipment and Rental Equipment—and has four operating segments, in which there are five reporting units.

The Company’s common stock is listed on the Nasdaq Capital Market (“Nasdaq”), under the symbol “MNTX.” The principal executive offices of the Company are located at 9725 Industrial Drive, Bridgeview, Illinois 60455 and its telephone number is (708) 430-7500. The Company’s website address is www.manitexinternational.com. Information contained on our website is not incorporated by reference into this proxy statement and such information should not be considered to be part of this proxy statement. For more information about the Company, see the section of this proxy statement entitled “Parties to the Merger—The Company.”

Tadano Ltd. (“Tadano”), is a Japanese corporation. Tadano is a premier original equipment manufacturer and distributor of construction and vehicle-mounted cranes, aerial work platforms, and other specialized material handling solutions sold globally under a set of highly recognized brands. Tadano has production sites in Japan, Germany and the United States.

Tadano’s stock is listed on the Tokyo Stock Exchange under the code “6395.” The principal executive offices of Tadano are located at Ko-34, Shinden-cho, Takamatsu, Kagawa 761-0185, Japan, and its telephone number is +81-87-839-5555. Tadano’s website address is www.tadano.com. Information contained on Tadano’s website is not incorporated by reference into this proxy statement and such information should not be considered to be part of this proxy statement. For more information about Tadano, see the section of this proxy statement entitled “Parties to the Merger—Tadano.”

Lift SPC Inc., (“Merger Sub”), is a Michigan corporation and a wholly owned subsidiary of Tadano. Merger Sub was formed on September 6, 2024, solely for the purpose of completing the Merger and has conducted no business activities other than those related to the structuring and negotiation of the Merger. Merger Sub has not engaged in any business except as contemplated by the Merger Agreement.

The principal executive offices of Merger Sub are located at Ko-34, Shinden-cho, Takamatsu, Kagawa 761-0185, Japan (c/o Tadano Ltd.) and its telephone number is +81-87-839-5555. For more information about Merger Sub, see the section of this proxy statement entitled “Parties to the Merger—Merger Sub.”

 

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The Special Meeting (Page 25)

Date, Time and Place of the Special Meeting (Page 25)

A special meeting of the Company’s shareholders will be held on     , 2024, at     , Central Standard Time, at the Company’s executive offices, located at 9725 Industrial Drive, Bridgeview, Illinois 60455, which we refer to as the special meeting.

At the special meeting, holders of our common stock, no par value (“common stock”), will be asked to vote on the proposal to approve the Merger Agreement and the proposal to approve, by a non-binding advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger, which compensation arrangements we refer to as the Merger-related compensation. If there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum at the special meeting, the special meeting may be adjourned, if necessary or appropriate, by the affirmative vote of holders of a majority of the votes cast by the holders entitled to vote thereon at the special meeting.

Record Date and Quorum (Page 25)

You are entitled to receive notice of, and to vote at, the special meeting if you own shares of common stock at the close of business on     , 2024, which the Company has set as the record date for the special meeting (the “record date”). You will be entitled to one vote for each share of common stock that you owned on the record date. As of the close of business on the record date, there were      shares of common stock outstanding and entitled to vote at the special meeting.

The shareholders present at the special meeting in person or by proxy who, as of the record date for the special meeting, were holders of a majority of the outstanding shares of the Company’s common stock entitled to vote at the special meeting will constitute a quorum. Abstentions are counted as present for the purpose of determining whether a quorum is present, but broker non-votes (as described below) will not count toward the establishment of a quorum because no routine matters will be brought before the meeting.

Vote Required (Page 26)

Approval of the Merger Agreement requires the affirmative vote of holders of a majority of the shares of common stock outstanding at the close of business on the record date. As of the record date,      votes constitute a majority of the outstanding shares of common stock entitled to vote at the special meeting. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.

The proposal to approve, by a non-binding advisory vote, the Merger-related compensation requires the affirmative vote of the holders of a majority of the votes cast by the holders entitled to vote thereon at the special meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote. The vote on this proposal is separate and apart from the vote to approve the Merger Agreement. Accordingly, you may vote not to approve this proposal and vote to approve the Merger Agreement. Because the vote on this proposal is advisory only, it will not be binding on either the Company or Tadano. Accordingly, if the Merger Agreement is approved and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding advisory vote of our shareholders.

Approval of any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum, requires the affirmative vote of the holders of a majority of the votes cast by the holders entitled to vote thereon at the special meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote.

 

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As of the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate,      shares of common stock, representing approximately   percent of the outstanding shares of common stock as of the record date.

We currently expect that all of our directors and executive officers will vote their shares “FOR” each of the above proposals.

Proxies and Revocation (Page 28)

Any shareholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet or by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote in person by appearing at the special meeting. If your shares of common stock are held in “street name” through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of common stock using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote in person at the special meeting, or do not provide your bank, brokerage firm or other nominee with instructions, as applicable, your shares of common stock will not be voted on the proposal to approve the Merger Agreement, which will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement, and your shares of common stock will not be counted in respect of, and will not have an effect on, the proposal to approve, by a non-binding advisory vote, the Merger-related compensation or any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of our common stock, present or represented by proxy at the special meeting to constitute a quorum.

A proxy may be revoked at any time prior to its exercise by giving written notice of the revocation thereof to Lynn Logerquist, Corporate Secretary, 9725 Industrial Drive, Bridgeview, Illinois 60455, by attending the meeting and electing to vote in person or by properly submitting a duly executed Proxy bearing a later date. If you own shares in street name, you should ask your broker or bank for a legal proxy to bring with you to the meeting. If you do not receive the legal proxy in time, however, you will not be able to vote your shares at the meeting. Attending the special meeting without voting will not revoke your previously submitted proxy.

The Merger (Page 30)

The Merger Agreement provides that Merger Sub will merge with and into the Company. The Merger will be effective as of the date and time specified in the certificate of merger as duly filed with and accepted by the Michigan Department of Licensing and Regulatory Affairs (the “effective time”).

The Company will be the surviving corporation in the Merger, which we refer to as the surviving corporation. As a result of the Merger, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Tadano. If the Merger is completed, you will not own any shares of common stock of the surviving corporation.

Merger Consideration (Page 30)

If the Merger is completed, each share of common stock issued and outstanding immediately prior to the effective time (other than shares of our common stock owned by Tadano, Merger Sub or the Company or their respective subsidiaries (“Excluded Shares”)) will be converted into the right to receive cash in the amount of $5.80 per share, without interest, less any required withholding taxes. At the effective time, (i) each Excluded Share owned by Tadano or any subsidiary thereof will remain outstanding as a share of common stock of the surviving corporation and (ii) each other Excluded Share will be cancelled and will cease to exist, and no consideration will be payable therefor.

 

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Reasons for the Merger; Recommendation of the Company’s Board of Directors (Page 38)

After careful consideration of various factors described in the section titled “Proposal 1: The Merger—Reasons for the Merger; Recommendation of the Company’s Board of Directors” beginning on page 38, the Company’s board of directors (the “Board”), acting in reliance upon the unanimous recommendation of a special committee of the Board, comprised solely of independent and disinterested directors (the “Transaction Committee”), has determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, the Company and its shareholders (other than holders of Excluded Shares) and has adopted, authorized, approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, resolved that the Merger Agreement be submitted for consideration by the shareholders of the Company at a special meeting of shareholders and recommended that the shareholders of the Company vote to approve the Merger Agreement.

In considering the recommendation of the Board with respect to the proposal to approve the Merger Agreement, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, yours. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the transactions contemplated by the Merger Agreement, and in recommending that the shareholders of the Company approve the Merger Agreement. The Company has also considered certain additional factors in determining to undertake the Merger, which are described in further detail in the section of this proxy statement entitled “Proposal 1: The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 72.

The transactions contemplated by the Merger Agreement may be deemed a “going private” transaction under the rules of the Securities and Exchange Commission (the “SEC”), for which a Schedule 13E-3 Transaction Statement is required to be filed with the SEC. Accordingly, Tadano, Merger Sub and the Company have filed such a Transaction Statement with the SEC with respect to such transactions solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. You may obtain additional information about the Schedule 13E-3 under the caption “Where You Can Find Additional Information.”

The Board recommends that you vote “FOR” the proposal to approve the Merger Agreement, “FOR” the proposal to approve, by a non-binding advisory vote, the Merger-related compensation and “FOR” any proposal to adjourn the special meeting.

Opinion of Brown Gibbons Lang & Company (Page 42)

On September 11, 2024, Brown Gibbons Lang & Company, which we refer to as BGL, orally rendered its opinion to the Transaction Committee (which was subsequently confirmed in writing by delivery of BGL’s written opinion addressed to the Transaction Committee dated September 12, 2024), as to the fairness, from a financial point of view, and as of such date, of the per share merger consideration to be received by the holders of common stock of the Company in the Merger pursuant to the Merger Agreement (other than holders of Excluded Shares), which opinion was based on and subject to the various procedures followed, assumptions made, qualifications, conditions and limitations on the review undertaken and other matters considered by BGL in connection with the preparation of its opinion.

BGL’s opinion was directed to the Transaction Committee and only addressed the fairness, from a financial point of view and as of such date, of the per share merger consideration to be received by holders of common stock of the Company in the Merger pursuant to the Merger Agreement (other than holders of Excluded Shares) and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of BGL’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to

 

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this proxy statement and describes certain of the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by BGL in connection with the preparation of its opinion. However, neither BGL’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Transaction Committee, the Board, the Company, any security holder or any other person as to how to act or vote with respect to any matter relating to the merger or otherwise. See the section of this proxy statement entitled “Proposal 1: The Merger—Opinion of Brown Gibbons Lang & Company.

Pursuant to the terms of BGL’s engagement letters with the Company, the Company has agreed to pay BGL a fee for its services in the amount of approximately $3.1 million, of which (i) $125,000 was payable upon execution of the engagement letter, (ii) $125,000 was payable upon delivery of BGL’s opinion, regardless of the conclusion reached by BGL in its opinion, and (iii) the balance of which is payable contingent upon the consummation of the Merger. The Company has also agreed to reimburse BGL for its expenses and to indemnify BGL against certain liabilities arising out of its engagement.

Position of the Purchaser Filing Persons as to Fairness of the Merger (Page 54)

Tadano and Merger Sub (collectively, “the Purchaser Filing Persons”) did not participate in the deliberations of the Board or the Transaction Committee regarding, and did not receive advice from the Board’s or the Transaction Committee’s legal or financial advisors as to, the fairness of the Merger. The Purchaser Filing Persons have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purpose of assessing the fairness of the Merger to the Company’s unaffiliated security holders. However, based on the knowledge and analysis by the Purchaser Filing Persons of available information regarding the Company, and the factors considered by, and the analysis and resulting conclusions of, the Purchaser Filing Persons discussed in “Proposal 1: The Merger—Tadano Purpose of and Reasons for the Merger,” as well as the factors considered by, and the analysis and resulting conclusions of, the Board discussed in “Proposal 1: The Merger—Reasons for the Merger; Recommendation of the Company’s Board of Directors,” the Purchaser Filing Persons believe that the Merger is substantively and procedurally fair to the Company’s unaffiliated security holders. For a more complete discussion of the reasons of the Purchaser Filing Persons for the Merger, please see the section entitled “Proposal 1: The Merger— Position of the Purchaser Filing Persons as to Fairness of the Merger” beginning on page 54.

Tadano Purpose of and Reasons for the Merger (Page 56)

Under the SEC rules governing “going-private” transactions, including Rule 13e-3 under the Exchange Act, the Purchaser Filing Persons may be deemed to be “affiliates” of the Company and engaged in a “going-private” transaction, and therefore, may be required to disclose their purposes and reasons for the Merger to the Company’s “unaffiliated security holders” as defined under Rule 13e-3 under the Exchange Act. The Purchaser Filing Persons are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. However, the Purchaser Filing Persons are not making any recommendation to any holder of the majority of the outstanding common stock held by the Company’s shareholders other than Tadano (the “Minority Shareholders”) as to how that shareholder should vote on any proposal, and the views of each of the Purchaser Filing Persons should not be construed as a recommendation to any Minority Shareholder as to how such shareholder should vote. The Purchaser Filing Persons have interests in the Merger that are different from those of the Minority Shareholders.

For the Purchaser Filing Persons, the purpose of the Merger is to enable Tadano to acquire 100% ownership and control of the Company. The Purchaser Filing Persons will bear the rewards and risks of the ownership of the Company after completion of the Merger.

 

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The Purchaser Filing Persons believe that after the Merger is consummated, the Company should have greater operating flexibility and more efficient access to capital, which should support the Company’s long-term growth and profitability. If that happens, the Purchaser Filing Persons (and not the Minority Shareholders) will benefit from any resulting increase in the value of the Company. Accordingly, the Purchaser Filing Persons have decided to undertake to pursue the Merger at this time for the reasons described in the section entitled “Proposal 1: The Merger—Tadano Purpose of and Reasons for the Merger,” among others.

For a more complete discussion of the reasons of the Purchaser Filing Persons for the Merger, please see the section entitled “Proposal 1: The Merger—Tadano Purpose of and Reasons for the Merger” beginning on page 55.

Interests of the Company’s Directors and Executive Officers in the Merger (Page 72)

In considering the recommendations of the Board with respect to the proposals to (1) approve the Merger Agreement, (2) approve, by a non-binding advisory vote, the Merger-related compensation and (3) adjourn the special meeting, you should be aware that the executive officers and directors of the Company may have certain interests in the Merger that may be different from, or in addition to, the interests of the shareholders generally. In (i) evaluating and negotiating the Merger Agreement, (ii) approving the Merger Agreement and the Merger and (iii) recommending that the Merger Agreement be approved by shareholders, the Board and Transaction Committee were aware of these interests and considered them, among other matters, to the extent these interests existed at the time. Company shareholders should take these interests into account in deciding whether to approve the Merger Agreement. These interests include, but are not limited to, the following:

 

   

Restricted stock units that are subject solely to time-based vesting restrictions, or Company RSUs, outstanding immediately before the effective time of the Merger will automatically vest in full and be cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of common stock underlying such Company RSU multiplied by (ii) the per share merger consideration, less applicable withholding taxes;

 

   

Stock options (“Company Options”) outstanding immediately before the effective time of the Merger will automatically vest in full and be cancelled and converted into the right to receive a cash payment equal to the product of (i) the excess, if any, of the per share merger consideration over the per share exercise price of the Company Option multiplied by (ii) the number of shares of common stock underlying such Company Option, less applicable withholding taxes;

 

   

J. Michael Coffey, the Company’s Chief Executive Officer and a director, has been granted 100,000 Company RSUs, in connection with the Merger. Additionally, 300,000 restricted stock units that are subject to performance-based vesting restrictions, or Company PSUs, held by Mr. Coffey will be converted to Company RSUs, in connection with the Merger;

 

   

Joseph Doolan, the Company’s Chief Financial Officer, has been granted 50,000 Company RSUs, in connection with the Merger; and

 

   

Stephen J. Tober, a director and the chairman of the Transaction Committee, will receive a cash bonus of $250,000 at the effective time of the Merger.

The Company is party to employment agreements with the named executive officers that provide for certain severance protections upon, in certain cases (a) a termination without “cause” or resignation for “good reason” (each as defined in the employment agreements) within six months prior to and in anticipation of, or 24 months following, a change of control, or (b) a termination without “cause,” resignation for “good reason,” or termination due to “permanent disability.”

For further information with respect to the arrangements between the Company and its directors and executive officers, see the section titled “Proposal 1: The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 72.

 

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Material U.S. Federal Income Tax Consequences of the Merger (Page 76)

The exchange of shares of common stock for cash pursuant to the Merger generally will be a taxable transaction to U.S. holders (as defined in “Proposal 1: The Merger—Material U.S. Federal Income Tax Consequences of the Merger” on page 76) for U.S. Federal income tax purposes. Shareholders who are U.S. holders and who exchange their shares of common stock in the Merger for cash will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares of common stock (determined before deduction of any applicable withholding taxes) and their adjusted tax basis in their shares of common stock. Backup withholding may apply to cash payments paid to a Shareholder pursuant to the Merger unless such Shareholder provides their taxpayer identification number, certifies that such number is correct and otherwise complies with the backup withholding rules. You should read “Proposal 1: The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 76 for a general discussion of the U.S. Federal income tax consequences of the Merger.

We recommend you consult your tax advisor regarding the tax consequences of the Merger to you based upon your particular circumstances, including the applicability and effect of any U.S. state or local or non-U.S. tax laws.

Regulatory Approvals (Page 77)

The Company, Tadano and Merger Sub will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law (including under any antitrust law and from the Committee on Foreign Investment in the United States, which we refer to as CFIUS) to consummate the Merger and the other transactions contemplated by the Merger Agreement, subject to the conditions and limitations set forth therein. You should read “Proposal 1: The Merger—Regulatory Approvals” beginning on page 77 for a more detailed discussion of the regulatory approvals required with respect to the Merger.

The Merger Agreement (Page 79)

Treatment of Common Stock and Equity Awards (Page 80)

Common Stock. At the effective time, by virtue of the Merger and without any action on the part of any holder of any capital stock of the Company, each share of common stock issued and outstanding immediately prior to the effective time, other than Excluded Shares, will be cancelled and will cease to exist and will be converted into the right to receive cash in the amount of $5.80 per share, without interest, less any required withholding taxes. Each Excluded Share owned by Tadano or any subsidiary thereof will remain outstanding as a share of common stock of the surviving corporation. Each other Excluded Share will be cancelled and will cease to exist, and no consideration will be payable therefor.

Company RSUs Outstanding as of the Effective Time. Company RSUs outstanding immediately before the effective time of the Merger will be automatically vested in full and converted into the right to receive a cash payment equal to the product of (i) the number of shares of common stock underlying such Company RSU multiplied by (ii) the per share merger consideration, less applicable withholding taxes.

Company PSUs Outstanding as of the Effective Time. Company PSUs outstanding immediately before the effective time of the Merger will be automatically cancelled without any cash payment or other consideration.

Company Options Outstanding as of the Effective Time. Company Options outstanding immediately before the effective time of the Merger will be automatically vested in full and converted into the right to receive a cash payment equal to the product of (i) the excess, if any, of the per share merger consideration over the per share exercise price of the Company Option multiplied by (ii) the number of shares of common stock underlying such Company Option, less applicable withholding taxes. If the exercise price per share of the Company Option is equal to or greater than the per share merger consideration, then such Company Option will be cancelled without any cash payment or other consideration.

 

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Acquisition Proposals (Page 88)

The Company has agreed that neither it nor any of its subsidiaries nor any of its or their respective directors or officers shall, and the Company shall cause its and its subsidiaries other representatives not to, directly or indirectly:

 

   

solicit, initiate, knowingly encourage or knowingly facilitate any acquisition proposal (as defined in “The Merger Agreement—Acquisition Proposals” beginning on page 88) or offer or inquiry that would reasonably be expected to lead to any acquisition proposal, or the making or consummation thereof; and

 

   

refrain from engaging in certain specified activities set forth under “The Merger Agreement—Acquisition Proposals” beginning on page 88 with respect to acquisition proposals or circumstances that may lead to acquisition proposals.

Notwithstanding these restrictions, under certain specified circumstances, from the date of the Merger Agreement until the approval of the Merger Agreement by the Company’s shareholders, the Company may, in certain circumstances and among other things, respond to or engage in discussions or negotiations with a person in respect of an unsolicited, bona fide written acquisition proposal if the Board determines in good faith after consultation with outside legal counsel and its financial advisor that such acquisition proposal either constitutes a superior proposal or could reasonably be expected to result in a superior proposal (as defined in “The Merger Agreement—Acquisition Proposals” beginning on page 88). The Company must notify Tadano promptly, but no later than 24 hours, after receipt of any written Acquisition Proposal or any request that would reasonably be expected to lead to an acquisition proposal.

Change of Board Recommendation (Page 89)

The Board may not change its recommendation that shareholders approve the Merger Agreement, except that, notwithstanding the foregoing, at any time before the shareholders of the Company approve the Merger Agreement, the Board may change its recommendation, subject to the terms and conditions set forth in the Merger Agreement, in the event (x) the Company receives an unsolicited bona fide written acquisition proposal that the Board (acting on the recommendation of the Transaction Committee) or the Transaction Committee determines in good faith after consultation with outside legal counsel and its financial advisor constitutes a superior proposal or (v) an intervening event (as defined in “The Merger Agreement—Change of Board Recommendation” beginning on page 89) has occurred, and in each case, the Board determines in good faith that the failure of the Board to change its recommendation would be inconsistent with the Board’s fiduciary duties to shareholders under applicable law, and the Company has given Tadano notice of such superior proposal or intervening event and negotiated with Tadano in good faith for certain specified time periods.

Prior to the approval of the Merger Agreement by the Company shareholders, the Company is entitled to terminate the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal if it complies with certain procedures in the Merger Agreement, including, but not limited to, negotiating with Tadano in good faith over a five (5) business day period in an effort to amend the terms and conditions of the Merger Agreement (three (3) business days in the case of subsequent revisions to the material terms of such Superior Proposal), and the Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to terminate the Merger Agreement as a result of such Superior Proposal would be inconsistent with the Board of Directors’ fiduciary duties under applicable law. The termination of the Merger Agreement by the Company following the Board’s authorization for the Company to enter into an alternative acquisition agreement with respect to a Superior Proposal will result in the payment by the Company of a termination fee of $4,900,000. For more information, please see the section of this proxy statement entitled “The Merger Agreement—Change of Board Recommendation.”

 

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Conditions to the Merger (Page 93)

The respective obligations of the Company, Tadano and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions, including the approval of the Merger Agreement by our shareholders, receipt of certain regulatory approvals, the absence of any legal prohibitions and the accuracy of the representations and warranties of the parties set forth in the Merger Agreement, subject in most cases to “material adverse effect” qualifications. Additionally, each of the parties shall have performed in all material respects all material obligations required to be performed by such party. See “The Merger Agreement—Conditions to the Merger” beginning on page 93.

Termination (Page 94)

We and Tadano may, by mutual written consent, terminate the Merger Agreement and abandon the Merger at any time prior to the effective time, notwithstanding any approval of the Merger Agreement by our shareholders.

The Merger Agreement may also be terminated and the Merger abandoned at any time prior to the effective time as follows:

 

   

by either Tadano or the Company, if:

 

   

the Merger has not been consummated on or before June 12, 2025, which we refer to as the end date; provided, however, that such right of termination shall not be available to any party whose breach of any provision of the Merger Agreement results in the failure to consummate the Merger;

 

   

any governmental authority of competent jurisdiction has enacted, entered or enforced any order or law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger that becomes final and non-appealable; provided, however, that such right of termination shall not be available to any party whose breach of or failure to perform any obligation of the Merger Agreement is a primary factor in the issuance of such order or law; or

 

   

the Company’s shareholders do not approve the Merger at the special meeting.

 

   

by Tadano, if:

 

   

the Board changes its recommendation to the Company’s shareholders at any time before, but not after, the Company’s receipt of shareholder approval; or

 

   

there has been any violation or breach of any representation, warranty or covenant made by the Company in the Merger Agreement that would cause the conditions to the consummation of the Merger not to be satisfied, and such breach or failure to be true cannot be cured by the end date or, if curable, is not cured prior to 30 days after Tadano provides notice of such breach or failure to be true; provided that Tadano and Merger Sub must not then be in material breach of its obligations under the Merger Agreement; or

 

   

by the Company, if:

 

   

there has been any violation or breach of any representation, warranty or covenant made by Tadano or Merger Sub in the Merger Agreement that would cause the conditions to the consummation of the Merger not to be satisfied, and such breach or failure to be true cannot be cured by the end date or, if curable, is not cured prior to 30 days after the Company provides notice of such breach or failure to be true; provided that the Company must not then be in material breach of the Merger Agreement; or

 

   

the Board authorizes the Company to enter into an alternative acquisition agreement with respect to a Superior Proposal in compliance with the terms of the Merger Agreement.

 

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Termination Fees Payable by the Company (Page 95)

A termination fee of $4.9 million would be payable to Tadano by us in the event the Merger Agreement were terminated:

 

   

by Tadano if the Board changes its recommendation to the Company’s shareholders at any time before, but not after, the Company’s receipt of shareholder approval;

 

   

by the Company if the Board has determined to enter into an acquisition agreement with respect to a superior proposal in compliance with the terms of the Merger Agreement, including the requirements described under “The Merger Agreement—Acquisition Proposals” beginning on page 88; or

 

   

(i) by either Tadano or the Company, if the Merger has not been consummated on or before the end date; (ii) by either Tadano or the Company if the Company’s shareholders do not approve the Merger Agreement at the special meeting; or (iii) by Tadano if there has been any violation or breach of any representation, warranty, covenant or agreement made by the Company in the Merger Agreement that would cause the conditions to the consummation of the Merger not to be satisfied and (A) such violation or breach has not been waived by Tadano; (B) Tadano has provided written notice to the Company of such violation or breach and its intent to terminate the Merger Agreement; and (C) such violation or breach cannot be cured by the end date or has not been cured by the Company within 30 days of receipt of such written notice; provided that Tadano and Merger Sub are not then in material breach of the Merger Agreement, and (x) an acquisition proposal shall have been publicly announced or publicly made known to the shareholders of the Company, and was not withdrawn prior to termination of the Merger Agreement and (y) within 12 months following the date of such termination, the Company consummates a transaction contemplated by an acquisition proposal involving 50% or more of the Company’s common stock, or assets representing 50% or more of the Company’s assets, consolidated net revenues or consolidated book value.

Fees and Expenses (Page 95)

All fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement will be paid by the party incurring such fees and expenses whether or not the Merger is completed, except that (i) all filing fees paid in respect of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, and any filing made under any other antitrust laws, shall be paid by Tadano, and (ii) all filing fees paid in respect of the notice to CFIUS shall be split equally as between Tadano and the Company.

Remedies (Page 95)

In the event the termination fee becomes payable, and is paid, by the Company, such termination fee will be the sole and exclusive remedy for monetary damages to which Tadano and Merger Sub will be entitled. Each of the parties is entitled to seek specific performance of the terms and provisions of the Merger Agreement and to obtain or to seek an injunction restraining any breach or violation or threatened breach or violation of the provisions of the Merger Agreement.

Market Price of Common Stock and Dividends (Page 99)

The Company’s common stock is listed for trading on Nasdaq under the symbol “MNTX.” The closing price of our common stock on Nasdaq on September 11, 2024, the last trading day completed prior to the public announcement of the execution of the Merger Agreement, was $3.81 per share of common stock. On     , 2024, the most recent practicable date before this proxy statement was mailed to our shareholders, the closing price for common stock on Nasdaq was $     per share of common stock. You are encouraged to obtain current market quotations for common stock in connection with voting your shares of common stock.

 

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The Company has not declared or paid any cash dividends on shares of Company common stock in the last five years.

No Appraisal Rights (Page 105)

Under Section 762(2) of the Michigan Business Corporation Act, which we refer to as the MBCA, as well as the governing documents of the Company, shareholders are not entitled to appraisal rights or dissenters’ rights in connection with the Merger, because the only consideration being received by holders of Company common stock is cash and shares of the Company common stock are listed on Nasdaq.

Delisting and Deregistration of Common Stock (Page 105)

If the Merger is completed, our common stock will be delisted from Nasdaq and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC.

 

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the Merger, the Merger Agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a Company shareholder. Please refer to the “Summary Term Sheet” beginning on page 1 and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 108.

 

Q.

Why am I receiving this proxy statement and proxy card or voting instruction form?

 

A.

You are receiving this proxy statement and proxy card or voting instruction form because you own shares of our common stock. This proxy statement describes matters on which we urge you to vote and is intended to assist you in deciding how to vote your shares of common stock with respect to such matters.

 

Q.

When and where is the special meeting?

 

A.

The special meeting of the shareholders will be held on    , 2024 at    , Central Standard Time, at the Company’s executive offices, located at 9725 Industrial Drive, Bridgeview, Illinois 60455. Information on how to vote in person at the special meeting is discussed below.

 

Q.

What am I being asked to vote on at the special meeting?

 

A.

You are being asked to consider and vote on:

 

   

a proposal to approve the Merger Agreement that provides for the acquisition of the Company by Tadano;

 

   

a proposal to approve, by a non-binding advisory vote, the Merger-related compensation; and

 

   

a proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum.

 

Q.

What is the proposed Merger and what effects will it have on the Company?

 

A.

The Merger will result in the acquisition of the Company by Tadano, pursuant to the terms and subject to the conditions of the Merger Agreement. If the proposal to approve the Merger Agreement is approved by our shareholders and the other closing conditions set forth in the Merger Agreement are satisfied or waived and the Merger closes, Merger Sub will merge with and into the Company, with the Company being the surviving corporation. As a result of the Merger, the Company will become a wholly owned subsidiary of Tadano and will no longer be a publicly held corporation, and you, as a holder of common stock, will no longer have any interest in our future earnings or growth. In addition, following the Merger, our common stock will be delisted from Nasdaq and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC.

 

Q.

What will I receive if the Merger is completed?

 

A.

In the Merger, each share of common stock, other than Excluded Shares, will be converted into the right to receive cash in the amount of $5.80 per share, without interest. At the effective time, (i) each Excluded Share held by Tadano or any subsidiary thereof will remain outstanding as a share of common stock of the surviving corporation and (ii) each other Excluded Share will be cancelled and will cease to exist, and no consideration will be payable for such shares.

 

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Q:

How does the Merger consideration compare to the market price of the Company common stock?

 

A:

The Merger consideration of $5.80 represents a premium of approximately 47.9% to the 30-day average closing share price of $3.92 as of September 11, 2024.

 

Q.

When do you expect the Merger to be completed?

 

A.

We are working towards completing the Merger as soon as possible. Assuming timely receipt of required regulatory approvals and the satisfaction or waiver of other closing conditions, including approval by our shareholders of the proposal to approve the Merger Agreement, we anticipate that the Merger will be completed early in the first quarter of 2025.

 

Q.

What happens if the Merger is not completed?

 

A.

If the Merger Agreement is not approved by the shareholders or if the Merger is not completed for any other reason, the shareholders will not receive any payment for their shares of our common stock in connection with the Merger. Instead, the Company will remain an independent public company and our common stock will continue to be listed and traded on Nasdaq.

Under certain circumstances, upon termination of the Merger Agreement, we may be obligated to pay to Tadano a termination fee of $4.9 million. More information can be found in the section titled “The Merger Agreement—Termination Fees” beginning on page 95.

 

Q.

What conditions must be satisfied to complete the Merger?

 

A.

There are several conditions which must be satisfied to complete the Merger, including, among others, customary conditions relating to the approval of the Merger Agreement by the requisite vote of the Company’s shareholders, the receipt of certain foreign regulatory approvals, the approval of the Merger by CFIUS and the accuracy of the representations and warranties of the parties set forth in the Merger Agreement, subject in most cases to “materiality” and “material adverse effect” qualifications. Additionally, each of the parties shall have performed in all material respects all material obligations required to be performed by such party.

The parties have subsequently determined that a filing is not required to be made under the HSR Act.

Consummation of the Merger is not subject to any financing condition.

 

Q.

Am I entitled to exercise appraisal rights under the MBCA, instead of receiving the per share merger consideration for my shares of common stock?

 

A.

No. Under Section 762(2) of the MBCA, as well as the Company’s governing documents, shareholders are not entitled to appraisal rights or dissenters’ rights in connection with the Merger, as further explained under the section of this proxy statement entitled “No Appraisal Rights.”

 

Q.

What happens if I sell my shares of common stock before the special meeting?

 

A.

The record date for shareholders entitled to vote at the special meeting is earlier than both the date of the special meeting and the consummation of the Merger. If you transfer your shares of common stock after the record date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares and each of you notifies the Company in writing of such special arrangements, you will retain your right to vote such shares at the special meeting but will transfer the right to receive the per share merger consideration to the person to whom you transfer your shares.

 

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Q.

What happens if I sell my shares of common stock after the special meeting but before the effective time?

 

A.

If you transfer your shares after the special meeting but before the effective time, you will have transferred the right to receive the per share merger consideration to the person to whom you transfer your shares. In order to receive the per share merger consideration, you must hold your shares of common stock through completion of the Merger.

 

Q.

Should I send in my stock certificates now?

 

A.

No. If the Merger Agreement is approved by shareholders, the other conditions to the Merger are satisfied or waived and the Merger closes, you will be sent a letter of transmittal promptly after the completion of the Merger, describing how you may exchange your shares of common stock for the per share merger consideration. If your shares of common stock that are held in “street name” through a bank, brokerage firm or other nominee, you should contact your bank, brokerage firm or other nominee for instructions as to how to effect the surrender of your “street name” shares of common stock in exchange for the per share merger consideration. Please do NOT return your stock certificate(s) with your proxy.

 

Q.

Is the Merger expected to be taxable to me?

 

A.

Yes. The exchange of shares of common stock for cash pursuant to the Merger generally will be a taxable transaction to U.S. holders (as defined in “Proposal 1: The Merger—Material U.S. Federal Income Tax Consequences of the Merger” on page 76) for U.S. Federal income tax purposes. If you are a U.S. holder and you exchange your shares of our common stock in the Merger for cash, you will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares (determined before deduction of any applicable withholding taxes) and your adjusted tax basis in such shares of our common stock. Backup withholding may apply to cash payments paid to a Shareholder pursuant to the Merger unless such Shareholder provides their taxpayer identification number, certifies that such number is correct and otherwise complies with the backup withholding rules. You should read “Proposal 1: The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 76 for a general discussion of the U.S. Federal income tax consequences of the Merger. You should also consult your own tax advisor regarding the tax consequences of the Merger to you based upon your particular circumstances, including the applicability and effect of any U.S. state or local or non-U.S. tax laws.

 

Q.

Why am I being asked to consider and vote on a proposal to approve, by a non-binding advisory vote, the Merger-related compensation?

 

A.

Under SEC rules, we are required to seek a non-binding advisory vote with respect to the compensation that may be paid or become payable to our named executive officers in connection with the Merger, or “golden parachute” compensation.

 

Q.

What will happen if the Company’s shareholders do not approve the Merger-related compensation?

 

A.

Approval of the Merger-related compensation is not a condition to completion of the Merger. The vote to approve the Merger-related compensation is an advisory vote and will not be binding on the Company or the surviving corporation. Because the Merger-related compensation is based on contractual arrangements with the named executive officers, such compensation may be payable, regardless of the outcome of this advisory vote, if the Merger Agreement is approved (subject only to the contractual obligations applicable thereto).

 

Q.

What vote is required for the Company’s shareholders to approve the Merger Agreement?

 

A.

Approval of the Merger Agreement requires the affirmative vote of holders of a majority of the shares of common stock outstanding at the close of business on the record date. A failure to vote your shares of

 

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  common stock or an abstention from voting will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement. If your shares are held in “street name” by your bank, brokerage firm or other nominee and you do not instruct the nominee how to vote your shares, the failure to instruct your nominee will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.

 

Q.

What vote of our shareholders is required to approve, by a non-binding advisory vote, the Merger-related compensation?

 

A.

Approving Merger-related compensation requires the affirmative vote of holders of a majority of the votes cast by the holders entitled to vote thereon at the special meeting.

Abstentions and broker non-votes will have no effect on the outcome of the vote on this proposal.

 

Q.

What vote of our shareholders is required to approve any proposal to adjourn the special meeting, if necessary or appropriate?

 

A.

Approval of any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of our common stock, present or represented by proxy at the special meeting to constitute a quorum, requires the affirmative vote of holders of a majority of the votes cast by the holders entitled to vote thereon at the special meeting.

Abstentions and broker non-votes will have no effect on the outcome of the vote on this proposal.

 

Q.

How does the Board recommend that I vote?

 

A.

The Board recommends that you vote “FOR” the proposal to approve the Merger Agreement, “FOR” the proposal to approve, by a non-binding advisory vote, the Merger-related compensation and “FOR” any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum.

 

Q.

How do the Company’s directors and officers intend to vote?

 

A.

We currently expect that the Company’s directors and executive officers will vote their shares in favor of the proposal to approve the Merger Agreement, the proposal to approve, by a non-binding advisory vote, the Merger-related compensation and any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum.

 

Q.

Do any of the Company’s directors or officers have interests in the Merger that may differ from or be in addition to my interests as a shareholder?

 

A.

In considering the recommendation of the Board with respect to the proposal to approve the Merger Agreement, you should be aware that our directors and executive officers have certain interests in the Merger that may be different from, or in addition to, the interests of our shareholders generally. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending that shareholders of the Company approve the Merger Agreement. See “Proposal 1: The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 72 and “Proposal 2: Advisory Vote on Merger-Related Compensation” beginning on page 101.

 

Q.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

 

A.

Shareholder of Record. If your shares are registered directly in your name with our transfer agent, you are considered the shareholder of record with respect to those shares. As the shareholder of record, you have the

 

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  right to vote, grant your voting rights directly to the Company or to a third party or to vote in person at the special meeting. Whether or not you plan to attend the special meeting, we urge you to submit your proxy or voting instructions as soon as possible.

Beneficial Owner of Shares Held in “Street Name.” If your shares of common stock are held by your bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, brokerage firm or other nominee, or their intermediary, is considered the shareholder of record with respect to those shares. Your bank, brokerage firm or other nominee should send you, as the beneficial owner, a package describing the procedure for voting your shares of common stock. You should follow the instructions provided by them to vote your shares of common stock. You may not vote these shares of common stock in person at the special meeting unless you obtain a “legal proxy” from your bank, brokerage firm or other nominee that holds your shares of common stock, giving you the right to vote the shares of common stock at the special meeting.

 

Q.

If my shares of common stock are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee vote my shares of common stock for me?

 

A.

Your bank, brokerage firm or other nominee will only be permitted to vote your shares of common stock if you instruct your bank, brokerage firm or other nominee how to vote. You should follow the procedures provided by your bank, brokerage firm or other nominee regarding the voting of your shares of common stock. Banks, brokerage firms or other nominees who hold shares in “street name” for customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters, such as the proposal to approve the Merger Agreement, and, as a result, absent specific instructions from the beneficial owner of such shares of common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of common stock on non-routine matters. If you do not instruct your bank, brokerage firm or other nominee to vote your shares of common stock, your shares of common stock will not be voted (“broker non-votes”) and the effect will be the same as a vote “AGAINST” the proposal to approve the Merger Agreement, and your shares of common stock will not be voted and will not have an effect on the proposal to approve by a non-binding advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger or any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum.

 

Q.

Who can vote at the special meeting?

 

A.

All of the shareholders as of the close of business on    , 2024, the record date for the special meeting, are entitled to receive notice of, and to vote at, the special meeting.

 

Q.

How many votes do I have?

 

A.

You are entitled to one vote for each share of common stock held of record by you as of the record date,    , 2024. As of the close of business on the record date, there were    outstanding shares of common stock.

 

Q.

What is a quorum?

 

A.

The shareholders present at the special meeting in person or by proxy who, as of the record date for the special meeting, were holders of a majority of the outstanding shares of the Company’s common stock entitled to vote at the special meeting will constitute a quorum. Abstentions are counted as present for the purpose of determining whether a quorum is present, but broker non-votes will not count toward the establishment of a quorum.

 

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Q.

How do I vote?

 

A.

Shareholder of Record. If you are a shareholder of record, you may have your shares of common stock voted on matters presented at the special meeting in any of the following ways:

 

   

In Person. You may attend the special meeting and cast your vote there.

 

   

Via Our Internet Voting Site. Follow the instructions for Internet voting printed on your proxy card.

 

   

By Telephone. Call the toll-free number specified on your proxy card. You can vote by telephone by following the instructions provided on the Internet voting site or by following the instructions provided on your proxy card.

 

   

In Writing. You can vote by completing, signing, dating and returning the proxy card in the enclosed prepaid reply envelope.

Beneficial Owner. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the special meeting. To attend the special meeting in person (regardless of whether you intend to vote your shares in person at the special meeting), you must bring with you to the special meeting a valid photo identification and proof of your beneficial ownership. For more information, see the instructions under “The Special Meeting—Attendance” beginning on page 26 of this proxy statement.

IT IS IMPORTANT THAT YOU PROMPTLY VOTE YOUR SHARES OF COMMON STOCK. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR OVER THE INTERNET. SHAREHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.

 

Q.

How can I change or revoke my vote?

 

A.

If you own shares in your own name, you may revoke any prior proxy or voting instructions, regardless of how your proxy or voting instructions were originally submitted, by:

 

   

sending a written statement to that effect to our Corporate Secretary, which must be received by us before the special meeting;

 

   

submitting a properly signed proxy card or voting instruction form dated a later date;

 

   

submitting a later-dated proxy or providing new voting instructions via the Internet or by telephone; or

 

   

attending the special meeting in person and voting your shares.

If you hold shares in “street name,” you should contact the intermediary for instructions on how to change your vote.

 

Q.

What is a proxy?

 

A.

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of common stock. The written document describing the matters to be considered and voted on at the special meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of common stock is called a “proxy card.”

 

Q.

If a shareholder gives a proxy, how are the shares of common stock voted?

 

A.

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of common stock in the way that you indicate. When completing the Internet or telephone

 

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  processes or the proxy card, you may specify whether your shares of common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you own shares that are registered in your own name and return a signed proxy card or grant a proxy via the Internet or by telephone, but do not indicate how you wish your shares to be voted, the shares represented by your properly signed proxy will be voted “FOR” the proposal to approve the Merger Agreement, “FOR” the proposal to approve, by a non-binding advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger and “FOR” any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum.

 

Q.

How are votes counted?

 

A.

For the proposal to approve the Merger Agreement, each of the “FOR,” “AGAINST” or “ABSTAIN” categories will be tabulated separately. Abstentions and broker non-votes will have the same effect as votes “AGAINST” the proposal to approve the Merger Agreement.

For the proposals to approve certain compensation arrangements for the Company’s named executive officers in connection with the Merger and to adjourn the meeting, if necessary or appropriate, each of the “FOR,” “AGAINST” or “ABSTAIN” categories will be tabulated separately. Abstentions and broker non-votes will have no effect on the outcome of the vote.

 

Q.

What do I do if I receive more than one proxy or set of voting instructions?

 

A.

If you received more than one proxy card, your shares are likely registered in different names or with different addresses or are in more than one account. You must separately vote the shares shown on each proxy card that you receive in order for all of your shares to be voted at the special meeting.

 

Q.

What do I need to do now?

 

A.

Even if you plan to attend the special meeting, after carefully reading and considering the information contained in this proxy statement, please vote promptly to ensure that your shares are represented at the special meeting. If you hold your shares of common stock in your own name as the shareholder of record, you may submit a proxy to have your shares of common stock voted at the special meeting in one of three ways: (i) using the Internet in accordance with the instructions set forth on the enclosed proxy card; (ii) calling the toll-free number specified on your proxy card; or (iii) completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope. If you decide to attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you.

 

Q.

What is householding and how does it affect me?

 

A.

The SEC permits companies to send a single set of proxy materials to any household at which two or more shareholders reside, unless contrary instructions have been received, but only if the company provides advance notice and follows certain procedures. In such cases, each shareholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of common stock held through brokerage firms. If your family has multiple accounts holding common stock, you may have already received householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

 

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Q:

Who will solicit and pay the costs of soliciting proxies?

 

A:

The Company’s Board is soliciting your proxy, and we will bear the cost of soliciting proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding common stock. The Company has retained InvestorCom LLC (“InvestorCom”), a proxy solicitation firm, to assist the Board in the solicitation of proxies for the special meeting, and we expect to pay InvestorCom approximately $15,000, plus reimbursement of out-of-pocket expenses. Proxies may be solicited by mail, personal interview, email, telephone, or via the Internet by InvestorCom or, without additional compensation, by certain of the Company’s directors, officers and employees.

 

Q.

Where can I find more information about the Company?

 

A.

You can find more information about the Company from various sources described in the section titled “Where You Can Find More Information” beginning on page 108.

 

Q:

Who can help answer my other questions?

 

A:

If you have more questions about the Merger or any of the other matters set forth in this proxy statement, or require assistance in submitting your proxy or voting your shares or need additional copies of this document or the enclosed proxy card, please contact InvestorCom, which is acting as the proxy solicitation agent and information agent for the Company in connection with the special meeting, or the Company at the following addresses or telephone numbers:

 

 

LOGO

19 Old Kings Highway S. – Suite 130

Darien, CT 06820

Shareholders may call toll-free: (877) 972-0090

Banks and brokers call collect: (203) 972-9300

E-mail: proxy@investor-com.com

– or –

Manitex International, Inc.

Attn: Corporate Secretary

9725 Industrial Drive

Bridgeview, Illinois 60455

(708) 237-2052

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995.

These statements are based on management’s current expectations or beliefs and on currently available competitive, financial and economic data and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to changes in economic, business, competitive, technological and/or regulatory factors, and other risks and uncertainties affecting the operation of the business of the Company, including many factors beyond our control. These risks and uncertainties include, but are not limited to, those associated with:

 

   

the risk that the 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;

 

   

the failure to satisfy the conditions to the consummation of the Merger, including the approval of the Merger Agreement by the shareholders of the Company, and 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;

 

   

the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;

 

   

the effect of the announcement or pendency of the Merger on the Company’s business relationships, operating results and business generally;

 

   

the risk that the Merger disrupts the Company’s current plans and operations and potential difficulties in the Company’s employee retention as a result of the Merger;

 

   

the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement or the Merger;

 

   

the risk that the 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;

 

   

the risk that the Company’s business and/or Tadano’s business will be adversely impacted during the pendency of the acquisition;

 

   

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;

 

   

risks related to disruption of management attention from ongoing business operations due to the Merger;

 

   

risks related to the potential impact of general economic, political and market factors on the Company, Tadano or the Merger;

 

   

expected cost savings, synergies and other financial benefits from the Merger not being realized within the expected time frames and costs or difficulties relating to integration matters being greater than expected;

 

   

a future substantial deterioration in economic conditions, especially in the United States and Europe;

 

   

the reliance of our customers on government spending, fluctuations in activity levels in the construction industry;

 

   

our level of indebtedness and our ability to meet financial covenants required by our debt agreements;

 

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our ability to negotiate extensions of our credit agreements and to obtain additional debt or equity financing when needed;

 

   

any failure on our part to maintain an effective system of internal controls;

 

   

the cyclical nature of the markets in which we operate;

 

   

a substantial portion of our revenues are attributed to a limited number of customers which may decrease or cease purchasing at any time;

 

   

unfavorable changes in interest rates;

 

   

our increasingly international operations expose us to additional risks and challenges associated with conducting business internationally, including currency exchange risks;

 

   

difficulties in implementing new systems, integrating acquired businesses, managing anticipated growth, and responding to technological change;

 

   

the availability of the third-party financing that some of our customers rely on to purchase our products;

 

   

our highly competitive industry and the Company’s unique, acute risks arising out of such competition;

 

   

our dependency upon third-party suppliers makes us vulnerable to supply shortages;

 

   

the potential for future price increases in materials that could reduce our profitability;

 

   

the age of our rental fleet causing significant impact to profitability;

 

   

the risk that the Company is unable to collect on rental revenue;

 

   

the residual value risk of our rental fleet;

 

   

the risk arising out of the Company facing product liability claims and other liabilities due to the nature of its business;

 

   

the fact that the Company’s success depends upon the continued protections of its trademarks and that the Company may be forced to incur substantial costs to maintain, defend, protect and enforce its intellectual property rights;

 

   

the volatility relating to our stock price;

 

   

our ability to access the capital markets to raise funds and provide liquidity;

 

   

the willingness of our shareholders and directors to approve mergers, acquisitions, and other business transactions;

 

   

compliance with changing laws and regulations;

 

   

a disruption or breach in our information technology systems;

 

   

the significant percentage of our common stock is held by principal shareholders, executive officers and directors;

 

   

our reliance on the management and leadership skills of our senior executives;

 

   

the possibility of an impairment in the carrying value of goodwill and/or other intangible assets negatively affecting our operating results;

 

   

information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity, malware or ransomware attacks;

 

   

provisions of the Michigan Business Corporation Act and the Company’s Articles of Incorporation that may discourage or prevent a change in control of the Company; and

 

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other risks and uncertainties affecting the operations of our business, including those described in our filings with the SEC, including our annual report on Form 10-K and our quarterly reports on Form 10-Q.

The forward-looking statements speak only as of the date such statements are made. The Company does not undertake, and expressly disclaims, any obligation to update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required by applicable law.

For a discussion of the various factors that may cause actual plans implemented and actual results achieved to differ materially from those set forth in the forward-looking statements, please refer to the risk factors and other disclosures contained in the Company’s Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC, on February 29, 2024, Form 10-Q for the quarterly periods ended March 31, 2024, filed with the SEC on May 2, 2024, and June 30, 2024, filed with the SEC on August 7, 2024, and other filings made with the SEC after the date thereof. See the section titled “Where You Can Find More Information” for additional information.

The cautionary statements referred to above also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by the Company or persons acting on the Company’s behalf. The Company undertakes no obligation to publicly update or revise any forward-looking statements for any facts, events or circumstances after the date hereof that may bear upon forward-looking statements except as required by law. Furthermore, the Company cannot guarantee future results, events, levels of activity, performance or achievements.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document or, in the case of documents referred to or incorporated by reference, the dates of those documents.

 

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PARTIES TO THE MERGER

The Company

The Company is a leading provider of engineered lifting solutions. The Company designs, manufactures and distributes a diverse group of products that serve different functions and are used in a variety of industries. Following the completion of the Rabern Rentals, LLC (“Rabern”) acquisition in 2022, the Company reports in two business segments and has four operating segments, in which there are five reporting units.

Lifting Equipment Segment

The Company markets a comprehensive line of boom trucks, truck cranes, aerial platforms and electrical industrial cranes. The Company’s boom trucks and crane products are primarily used for industrial projects, energy exploration, energy distribution and infrastructure development, including roads, bridges and commercial construction and the tree care industry.

PM and Oil and Steel S.p.A. (“PM” or “PM Group”) is a leading Italian manufacturer of truck-mounted hydraulic knuckle boom cranes with a 65-year history of technology and innovation, and a product range spanning more than 50 models. PM has an innovative line of 1.5 to 210 ton hydraulic articulated cranes serving the power generation, transmission and distribution industry, tree care and landscaping industry and mining and mineral industries. PM is also a manufacturer of truck-mounted and self-propelled aerial platforms with a diverse product line and an international client base. Truck-mounted aerial work platforms are widely used in several diverse applications. High reach aerial work platforms are used in highway signage maintenance and construction, parking lot lighting applications, as well as telecommunication maintenance and upgrades. Medium reach aerial work platforms cover most retail shopping and commercial advertising. Larger capacity aerial work platforms are used as support vehicles to service and maintain equipment in mining applications. Cranes and aerial platforms are configured for tree management and removal, both manned and remote applications. Through its consolidated subsidiaries, PM Group has locations in Modena, Italy; Valencia, Spain; Arad, Romania; Chassieu, France; Buenos Aires, Argentina; Santiago, Chile; Singapore and Querétaro, Mexico. PM cranes are also distributed by the Company’s subsidiary, Manitex Inc., in Georgetown, Texas.

The Company’s subsidiary, Manitex Valla S.r.L. (“Valla”) produces a full range of precision pick and carry industrial cranes using electric, diesel, and hybrid power options. Its cranes offer wheeled or tracked, and fixed or swing boom configurations, with special applications designed specifically to meet the needs of its customers. The cranes have a lifting capacity of 2 to 25 metric tons and serve the industrial manufacturing, general construction and maintenance, signs and lifting industries. These products are sold internationally through dealers and into the rental distribution channel.

Rental Equipment Segment

On April 11, 2022, the Company entered into a Membership Interest Purchase Agreement (the “Rabern Agreement”) with Rabern and Steven Berner, as owner of 100% of Rabern’s outstanding membership interests. Pursuant to the Rabern Agreement, the Company acquired a 70% membership interest in Rabern from Steven Berner for a purchase price of approximately $26 million in cash plus assumed debt of $14 million. Rabern is a construction rental equipment provider, headquartered in Amarillo, Texas, primarily servicing business in the Texas panhandle.

The Company’s majority-owned subsidiary, Rabern, rents heavy duty and light duty commercial construction equipment, mainly to commercial contractors on a short-term rental basis. Rabern also rents equipment to homeowners for do-it-yourself projects. Rabern operates through commercial distribution and delivery stores (branches). Rabern has four branches: three located in the greater Amarillo, Texas market and one located in Lubbock, Texas.

 

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General Corporate Information

For more information about the Company and its subsidiaries, visit the Company’s website at https://www.manitexinternational.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. See also “Where You Can Find More Information” beginning on page 108.

The Company’s common stock is listed on Nasdaq under the symbol “MNTX.” The principal executive offices of the Company are located at 9725 Industrial Drive, Bridgeview, Illinois 60455 and its telephone number is (708) 430-7500.

Tadano

Tadano is a Japanese corporation. Tadano is a premier original equipment manufacturer and distributor of construction and vehicle-mounted cranes, aerial work platforms, and other specialized material handling solutions sold globally under a set of highly recognized brands.

Since its founding in 1948, Tadano has grown to be one of the largest machinery manufacturers in the world, offering a wide range of industrial equipment. Products and services offered include all-terrain, rough terrain, truck, crawler, and cargo cranes; components for hydraulic cranes; vehicle and industrial vehicle carriers; elevated road/bridge inspection vehicles, pole digging and lighting cars, track and land vehicles, hydraulic cranes for ships, lifters and lifting houses; aerial work platforms; and used car information services.

Tadano operates its manufacturing and sales facilities across Europe, the Americas, Asia, the Middle East and Australia.

General Corporate Information

For more information about Tadano and its subsidiaries and affiliates, visit Tadano’s website at https://www.tadano.com. This website address is provided as an inactive textual reference only. The information contained on Tadano’s website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. See also “Where You Can Find More Information” beginning on page 108.

Tadano’s stock is listed on the Tokyo Stock Exchange under the code “6395.” The principal executive offices of Tadano are located at Ko-34, Shinden-cho, Takamatsu, Kagawa 761-0185, Japan, and its telephone number is +81-87-839-5555.

Merger Sub

Merger Sub is a Michigan corporation and a wholly owned subsidiary of Tadano. Merger Sub was formed on September 6, 2024, solely for the purpose of completing the Merger and has conducted no business activities other than those related to the structuring and negotiation of the Merger. Merger Sub has not engaged in any business except as contemplated by the Merger Agreement.

The principal executive offices of Merger Sub are located at Ko-34, Shinden-cho, Takamatsu, Kagawa 761-0185, Japan (c/o Tadano Ltd.) and its telephone number is +81-87-839-5555.

 

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to shareholders as part of the solicitation of proxies by the Board for use at the special meeting to be held on     , 2024 at     , Central Standard Time, at the Company’s executive offices, located at 9725 Industrial Drive, Bridgeview, Illinois 60455, or at any postponement or adjournment thereof.

Purpose of the Special Meeting

At the special meeting, shareholders will be asked to:

 

   

consider and vote on a proposal to approve the Merger Agreement (Proposal 1 on your proxy card);

 

   

consider and vote on a proposal to approve, by a non-binding advisory vote, the Merger-related compensation (Proposal 2 on your proxy card); and

 

   

consider and vote on any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum (Proposal 3 on your proxy card).

The Board recommends that you vote “FOR” each of the above proposals.

The holders of a majority of the shares of common stock outstanding at the close of business on the record date must approve the Merger Agreement in order for the Merger to occur. If the holders of a majority of the shares of common stock outstanding at the close of business on the record date fail to approve the Merger Agreement, the Merger will not occur.

A copy of the Merger Agreement is attached as Annex A to this proxy statement and is incorporated herein by reference. We encourage you to read it carefully and in its entirety. Additionally, certain provisions of the Merger Agreement are described in the section of this proxy statement entitled “The Merger Agreement.”

The proposal to approve, by a non-binding advisory vote, the Merger-related compensation requires approval by the holders of a majority of the shares of common stock outstanding at the close of business on the record date. However, approval of the proposal to approve, by a non-binding advisory vote, the Merger-related compensation is not a condition to the completion of the Merger.

Any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum, requires approval by the holders of a majority of the shares of common stock outstanding at the close of business on the record date. However, approval of proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum, is not a condition to the completion of the Merger.

Record Date and Quorum

You are entitled to receive notice of, and to vote at, the special meeting if you own shares of common stock at the close of business on     , 2024, the record date for the special meeting. You will be entitled to one vote for each share of common stock that you owned on the record date. As of the close of business on the record date, there were      shares of common stock outstanding and entitled to vote at the special meeting.

The shareholders present at the special meeting in person or by proxy who, as of the record date for the special meeting, were holders of a majority of the outstanding shares of the Company’s common stock entitled to

 

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vote at the special meeting will constitute a quorum. Abstentions are counted as present for the purpose of determining whether a quorum is present, but broker non-votes will not count toward the establishment of a quorum.

Attendance

Only shareholders of record, their duly authorized proxy holders and beneficial shareholders with proof of ownership as of the record date may attend the special meeting. To attend the special meeting in person (regardless of whether you intend to vote your shares in person at the special meeting), you must bring with you to the special meeting a valid photo identification and, if you are a beneficial owner, proof of your beneficial ownership.

Vote Required

Approval of the Merger Agreement requires the affirmative vote of holders of a majority of the shares of common stock outstanding at the close of business on the record date. As of the record date,      votes constitute a majority of the outstanding shares of common stock entitled to vote at the special meeting. For the proposal to approve the Merger Agreement, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will not be counted as votes cast in favor of the proposal to approve the Merger Agreement, but will count for the purpose of determining whether a quorum is present. If you fail to submit a proxy or to vote in person at the special meeting, or abstain, it will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.

If your shares of common stock are registered directly in your name with our transfer agent, you are considered, with respect to those shares of common stock, the “shareholder of record.” This proxy statement and proxy card have been sent directly to you by the Company.

If your shares of common stock are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares of common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of common stock, the shareholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting.

Banks, brokerage firms or other nominees who hold shares in “street name” for customers generally have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters, such as the proposal to approve the Merger Agreement, and, as a result, absent specific instructions from the beneficial owner of such shares of common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of common stock on non-routine matters. These broker non-votes will not be counted for purposes of determining a quorum, and will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.

The proposal to approve, by a non-binding advisory vote, the Merger-related compensation requires the affirmative vote of holders of a majority of the votes cast by the holders entitled to vote thereon at the special meeting. For this proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will have no effect on the outcome of the vote.

Any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum, requires the affirmative vote of holders of a majority of the votes cast by the holders entitled to vote thereon at the special meeting. For this proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will have no effect on the outcome of the vote.

 

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If you are a shareholder of record, you may have your shares of common stock voted on matters presented at the special meeting in any of the following ways:

 

   

by proxy—shareholders of record have a choice of voting by proxy:

 

   

by telephone or over the Internet, by accessing the telephone number or website specified on the enclosed proxy card. The control number provided on your proxy card is designed to verify your identity when voting by telephone or by Internet. Please be aware that if you vote over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible.

 

   

by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope; or

 

   

in person—you may attend the special meeting and cast your vote there.

If you are a beneficial owner, you should receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the special meeting.

Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for voting over the Internet or by telephone. If you choose to submit a proxy by mailing a proxy card, your proxy card should be mailed in the accompanying prepaid reply envelope, and your proxy card must be filed with our Corporate Secretary by the time the special meeting begins. Please do not send in your stock certificates with your proxy card. When the Merger is completed, a separate letter of transmittal will be mailed to you that will enable you to receive the per share merger consideration in exchange for your stock certificates.

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of common stock should be voted on a matter, the shares of common stock represented by your properly signed proxy will be voted “FOR” the proposal to approve the Merger Agreement, “FOR” the proposal to approve, by a non-binding advisory vote, the Merger-related compensation and “FOR” any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of our common stock, present or represented by proxy at the special meeting to constitute a quorum.

IT IS IMPORTANT THAT YOU PROMPTLY VOTE YOUR SHARES OF COMMON STOCK. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. SHAREHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.

As of the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate,      shares of common stock (not including any shares of common stock deliverable upon exercise of any Company RSUs, Company PSUs or Company Options), representing approximately   percent of the outstanding shares of common stock as of the record date.

We currently expect that all of our directors and executive officers will vote their shares “FOR” each of the above proposals.

 

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Proxies and Revocation

Any shareholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet or by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote in person by appearing at the special meeting. If your shares of common stock are held in “street name” through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of common stock using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote in person at the special meeting, or do not provide your bank, brokerage firm or other nominee with instructions, as applicable, your shares of common stock will not be voted on the proposal to approve the Merger Agreement, which will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement, and your shares of common stock will not be counted in respect of, and will not have an effect on, the proposal to approve, by a non-binding advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger or any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of our common stock, present or represented by proxy at the special meeting to constitute a quorum.

A proxy may be revoked by a shareholder of record at any time prior to the vote at the special meeting by (i) delivering a written notice of revocation to our Corporate Secretary at c/o Manitex International, Inc., 9725 Industrial Drive, Bridgeview, Illinois 60455, (ii) subsequently submitting a duly executed proxy bearing a later date than that of the previously submitted proxy (including by submission over the telephone or Internet) or (iii) attending the special meeting and voting in person. Attending the special meeting without voting will not revoke your previously submitted proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to us or by sending a written notice of revocation to us, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by us before the special meeting. If your shares of common stock are held in “street name” through a bank, brokerage firm or other nominee, you should contact your bank, brokerage firm or other nominee with questions about how to change or revoke your voting instructions.

Anticipated Date of Completion of the Merger

We are working towards completing the Merger as soon as possible. Assuming timely receipt of required regulatory approvals and satisfaction or waiver of other closing conditions, including the approval by our shareholders of the Merger Agreement, we anticipate that the Merger will be completed early in the first quarter of 2025. If our shareholders vote to approve the Merger Agreement, the Merger will become effective as promptly as practicable following the satisfaction or waiver of the other conditions to the Merger, subject to the terms of the Merger Agreement. See “Proposal 1: The Merger—Closing and Effective Time of the Merger” beginning on page 71.

No Appraisal Rights

Under Section 762(2) of the MBCA, as well as the governing documents of the Company, shareholders are not entitled to exercise dissenters’, appraisal or similar rights in connection with the Merger.

Solicitation of Proxies; Payment of Solicitation Expenses

The Board is soliciting your proxy, and the Company will bear the cost of this solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of the outstanding common stock.

Questions and Additional Information

If you have more questions about the Merger, the special meeting or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact

 

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InvestorCom LLC, which is acting as the proxy solicitation agent and information agent for the Company in connection with the special meeting, or the Company at the following addresses or telephone numbers:

LOGO

19 Old Kings Highway S. – Suite 130

Darien, CT 06820

Shareholders may call toll-free: (877) 972-0090

Banks and brokers call collect: (203) 972-9300

E-mail: proxy@investor-com.com

– or –

Manitex International, Inc.

Attn: Corporate Secretary

9725 Industrial Drive

Bridgeview, Illinois 60455

(708) 237-2052

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

 

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PROPOSAL 1: THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated herein by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

The Company is asking you to approve the Merger Agreement, pursuant to which, among other things, Merger Sub will merge with and into the Company and the Company will be the surviving corporation. As a result of the Merger, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Tadano.

Merger Consideration

If the Merger is completed, each share, other than Excluded Shares, will be converted into the right to receive cash in the amount of $5.80 per share, without interest, less any required withholding taxes. At the effective time, (i) each Excluded Share owned by Tadano or any subsidiary thereof will remain outstanding as a share of common stock of the surviving corporation and (ii) each other Excluded Share will be cancelled and will cease to exist, and no consideration will be payable therefor.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalog every conversation of or among the Manitex International, Inc. Board of Directors (the “Board”), the Transaction Committee of the Board, the Company’s management, the Company’s representatives, Tadano, Merger Sub or their financial advisors, legal advisors, affiliates or other representatives or any other person.

As part of their ongoing review of the Company’s business, in concert with the Company’s financial and legal advisors, the Board and the Company’s senior management team periodically review and evaluate the Company’s business and operations, long-term strategy, opportunities for organic growth and growth through acquisitions, capital structure and requirements, competitive position, historical performance, future prospects, and opportunities to increase shareholder value. These reviews have, from time to time, included discussions as to whether the Company should pursue various alternatives, including acquisitions or divestitures, a sale of the Company, continued execution on its strategy as a public company, and/or alternative capital allocation approaches. In such reviews, the Board and the Company’s senior management team consider, among other things, whether any potential alternative would enhance shareholder value and the potential benefits and risks of any such potential alternative.

 

   

During its June 1, 2023 Board meeting, the Board formally decided to engage investment banks regarding the viability for a potential strategic transaction involving the Company, including exploring the viability of a premium offer for the Company. In early August 2023, the Board met with representatives of multiple experienced investment banking firms to discuss a potential strategic transaction involving the Company, initial views on valuation, and the process that would be involved in a potential transaction.

 

   

At a Board meeting on August 17, 2023, the Board discussed various aspects of how to best facilitate the potential strategic transaction review process. At this meeting, the Board determined that having a Transaction Committee to supervise and provide input into the process would allow for a more efficient and streamlined process. The Board determined that having the Transaction Committee consist solely of non-management and independent directors made the most sense. Accordingly, Messrs. Clark, Knox and Tober were appointed as the members of the Transaction Committee, with Mr. Tober appointed as the Chair of the Transaction Committee. While the Transaction Committee was charged with supervising the process, it was also directed to regularly report back to the full Board regarding key developments related to the process and the status generally thereof.

 

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On August 24, 2023, the Company retained Brown Gibbons Lang & Company Securities, Inc. (“BGL”) as its investment banker to advise on possible strategic transactions. The Board selected BGL to serve as its investment banker due to BGL’s qualifications, expertise, reputation, extensive knowledge of the industry and its participants, and its knowledge of the Company’s business and financial profile.

 

   

On August 30, 2023, representatives of BGL met with members of management of the Company to begin collecting information in order to review strategic alternatives and to discuss a list of potential buyers and the preparation of confidential information presentation materials to be shared with prospective buyers.

 

   

From September 8, 2023, through October 9, 2023, representatives of BGL contacted seven private equity counterparties and executed non-disclosure agreements with six of such counterparties, including Parties B and C. These non-disclosure agreements, similar to all non-disclosure agreements utilized with potential counterparties during the events outlined herein, contained a “standstill” provision and did not contain a “don’t ask, don’t waive” provision.

 

   

On October 11, 2023, members of the management team and representatives of BGL held preliminary management meetings with four private equity groups, including Party C.

 

   

Following these meetings, the Transaction Committee authorized BGL to confidentially contact an additional 133 private equity and 41 strategic counterparties, which representatives of BGL did from November 2, 2023, through December 19, 2023. Representatives of BGL, on behalf of the Company, executed non-disclosure agreements with 61 of such counterparties. From November 16, 2023, through December 26, 2023, on behalf of the Company, representatives of BGL delivered the confidential information presentation and corresponding process letters (“First Round Process Letters”) outlining bidding procedures approved by the Transaction Committee to submit first round non-binding indications of interest (“First Round Proposals” and each a “First Round Proposal”) to the 67 counterparties who had previously executed non-disclosure agreements.

 

   

On December 6, 2023, the Board held a regularly scheduled meeting. Representatives of BGL attended and presented to the Board a report on the status of the marketing process, including feedback received from parties and evaluations of indications of interest received to date. Plans to extend invitations to select parties to attend a management presentation were also discussed. Representatives of BGL also presented a proposed indicative timeline of a potential transaction and outlined key next steps in the process.

 

   

Between December 21, 2023 and December 22, 2023, BGL received non-binding First Round Proposals from three private equity parties:

 

   

On December 21, 2023, Party A, a private equity investment firm, submitted a written non-binding First Round Proposal to acquire the Company for an Enterprise Value between $170 million and $200 million, or $4.30 and $5.78 per share of common stock, which would be reduced by transaction expenses expected to be incurred by the Company, and subject to additional due diligence.

 

   

On December 21, 2023, Party B, a private equity investment firm, submitted a written non-binding First Round Proposal to acquire the Company for an Enterprise Value between 6.0x to 7.0x last twelve-months EBITDA less normalized capital expenditures, subject to additional due diligence.

 

   

On December 22, 2023, Party C, a private equity investment firm, submitted a written non-binding First Round Proposal to acquire the Company for an Enterprise Value between $167 million and $200 million in Enterprise Value, subject to additional due diligence.

 

   

On December 22, 2023, the Transaction Committee and members of management of the Company held a special meeting. Representatives of BGL attended the meeting and presented to the Transaction Committee on the status of the marketing process and an updated process timeline and overview of key

 

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next steps. The group discussed the First Round Proposals received and potential counteroffers and next steps. The Transaction Committee instructed the representatives of BGL to further its marketing process and discussions with interested parties.

 

   

On January 3, 2024, a meeting was held with the Transaction Committee, members of management of the Company, representatives of BGL, and legal counsel to the Company, Bryan Cave Leighton Paisner LLP (“Bryan Cave”). At this meeting, representatives of BGL provided a process update including a summary of discussions with potential bidders and expected key next steps. The group further discussed the First Round Proposals and representatives of BGL presented a preliminary valuation summary with respect to such First Round Proposals.

 

   

From January 3, 2024, through January 22, 2024, BGL contacted five additional counterparties and executed non-disclosure agreements with three of such counterparties, including Party D, a private equity group. BGL, on behalf of the Company, delivered confidential information presentations and First Round Process Letters outlining bidding procedures approved by the Transaction Committee to the three parties who had executed non-disclosure agreements.

 

   

From January 8, 2024 through January 9, 2024, representatives of BGL discussed and clarified details with Parties A, B, and C related to their respective non-binding First Round Proposals and next steps in their due diligence priorities.

 

   

On January 12, 2024 and January 19, 2024, representatives of BGL conducted marketing calls with Party D to address its preliminary diligence questions and provided the basis on which the Transaction Committee would evaluate a written non-binding First Round Proposal.

 

   

On January 25, 2024, Party D submitted a written non-binding First Round Proposal to acquire the Company for an Enterprise Value between $183 million and $217 million, subject to additional due diligence.

 

   

On January 25, 2024, representatives of BGL met with the Transaction Committee and presented an updated preliminary valuation summary that included the First Round Proposals and the proposal received from Party D, including the per share merger consideration price implied by each proposal, as well as an overview of other potential strategic and financial buyers that were reviewing the Company’s confidential information presentation.

 

   

During February 2024, BGL, on behalf of the Company, contacted four additional potential acquirers and the Company entered into non-disclosure agreements with two of such potential acquirers, including Party E, a private equity firm. During this period, BGL delivered the confidential information presentation to the two additional counterparties under non-disclosure agreements.

 

   

On February 21, 2024, members from management and representatives of BGL held a virtual meeting with Party E to discuss the Company’s business strategy, products, and end markets.

 

   

On February 26, 2024, the Board held a regularly scheduled meeting. Representatives of BGL also attended and presented to the Board a report on the status of the marketing process including feedback received from parties to date. Representatives of BGL also discussed its initial outreach efforts to lenders to request preliminary financing terms for a potential transaction and initial feedback received. An overview of comparable publicly-traded original equipment manufacturer (OEM) and rental equipment businesses was also presented, along with an analysis of the Company’s share price and recent trading activity. Representatives of BGL also presented an updated preliminary valuation summary related to the First Round Proposals and the proposal received from Party D. Immediately following this meeting, the Transaction Committee authorized representatives of BGL to communicate to Party B that its offer was deemed inadequate, and Party B was not invited to continue in the process.

 

   

On March 6, 2024, a virtual data room was opened, and Parties A, C, and D were invited to further their preliminary due diligence.

 

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On March 20, 2024, Party E submitted a written non-binding First Round Proposal to acquire the Company for a value between $5.50 and $6.50 per share of common stock, which would be reduced by transaction expenses expected to be incurred by the Company, and subject to additional due diligence. Party E was subsequently provided access to a virtual data room on March 29, 2024, to continue its preliminary due diligence.

 

   

On March 27, 2024, the Board held a regularly scheduled meeting. Representatives of BGL also attended the meeting and updated the Board on the status of the marketing process, which included details on the March 20, 2024 bid received from Party E. Representatives of BGL also presented an updated comparable public company group analysis for OEM and rental equipment businesses and revised share price analysis as of March 26, 2024, as well as an updated preliminary valuation summary that included the bid received from Party E. In addition, representatives of BGL provided an overview of recommended next steps and timing, which included timing to hold management presentations with certain parties.

 

   

From April 16, 2024, through April 25, 2024, members of management and representatives of BGL held management presentations with Parties A, D, and E in Georgetown, Texas, during which the respective parties were afforded the opportunity to tour the Company’s facility. Due to a scheduling conflict for Party C, a virtual management presentation was held on April 24, 2024, rather than an in-person meeting. Between April 20, 2024 and April 22, 2024, representatives of BGL transmitted process letters (“Second Round Process Letters”) to Parties A, C, D and E outlining procedures approved by the Transaction Committee to submit second round non-binding indications of interest (“Second Round Proposals”) to acquire the Company. Subsequent to the transmission of the Second Round Process Letters, representatives of BGL provided a draft of the form of merger agreement prepared by Bryan Cave to Parties A, C, D, and E via the virtual data room on April 23, 2024.

 

   

On May 7, 2024:

 

   

Party C submitted a written non-binding Second Round Proposal to acquire the Company for an Enterprise Value of $160 million, subject to additional due diligence.

 

   

Party E submitted a written non-binding Second Round Proposal to acquire the Company for a value between $5.50 and $6.50 per share of common stock, which would be further reduced by transaction expenses expected to be incurred by the Company, and subject to additional due diligence.

 

   

On May 8, 2024, Party A submitted a written non-binding Second Round Proposal to acquire the Company for an Enterprise Value between $190 million and $220 million, subject to additional due diligence.

 

   

On May 9, 2024, the Transaction Committee and members from management held a meeting to review the Second Round Proposals. Representatives of BGL also attended the meeting and presented an overview and analysis of the Second Round Proposals. Following the discussion, the Transaction Committee authorized representatives of BGL to communicate to Party C that its offer was deemed inadequate to move forward in the process. Additionally, BGL was authorized to invite Parties A and E on behalf of the Company to submit additional questions, tour the Company’s European operations, and with their respective third-party consultants and advisors hold additional discussions with members of management on diligence matters.

 

   

On May 10, 2024, Party D verbally submitted a non-binding Second Round Proposal to acquire the Company for an Enterprise Value between $160 million and $175 million, subject to additional due diligence. The same day, based on discussions with the Transaction Committee, representatives of BGL communicated to Party D that its offer was deemed inadequate to move forward in the process.

 

   

On May 16, 2024, representatives of BGL, on behalf of the Company, contacted one additional potential acquirer, with which the Company entered into a non-disclosure agreement. Representatives of BGL delivered the confidential information presentation and provided an overview of the process.

 

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On May 16, 2024 and May 17, 2024, members of management of the Company and representatives of BGL held a follow-up meeting with Parties A and E, in-person and virtually, respectively, to discuss European operations and growth initiatives of the Company.

 

   

Between May 23, 2024 and June 17, 2024, representatives of BGL facilitated multiple virtual meetings with members of the Company’s management, and provided written responses to submitted questions and additional diligence information from Parties A and E and their respective third-party consultants and advisors.

 

   

On May 23, 2024 and May 30, 2024, a representative of BGL and members of the management team facilitated a tour of the Company’s Romanian and two Modena, Italy facilities, respectively, for Party E.

 

   

On May 24, 2024, BGL, on behalf of the Company, delivered a process letter outlining bidding procedures approved by the Transaction Committee to submit third round non-binding indications of interest (“Third Round Proposals”) to acquire the Company to Parties A and E.

 

   

On June 19, 2024, Party A submitted a written non-binding Third Round Proposal to acquire the Company for $5.50 per share of common stock, which would be reduced by transaction expenses expected to be incurred by the Company. The proposal included a markup from Party A’s legal counsel to the draft merger agreement prepared by Bryan Cave, and lender letters of support from various financing partners. Additionally, the proposal indicated that the contemplated transaction would be subject to a financing contingency and that the anticipated sources of capital included equity from Party A’s committed fund, the Company’s existing working capital facilities which would remain in place, and a new senior and subordinated debt facility to be identified. The proposal was also contingent upon the completion of outstanding due diligence items outlined in the proposal prior to the execution of a definitive merger agreement. Party A requested the Company provide exclusivity through August 28, 2024.

 

   

On June 21, 2024, Party E submitted a written non-binding Third Round Proposal to acquire the Company for a value between $5.50 and $5.75 per share of common stock, which would be further reduced by transaction expenses expected to be incurred by the Company. The proposal included a memorandum prepared by Party E’s legal counsel, which detailed certain changes to the key transaction terms within the draft merger agreement prepared by Bryan Cave. Additionally, the proposal indicated the contemplated transaction would be funded through third-party debt and Party E’s committed fund, and would not be subject to a financing contingency. The proposal included a summary of key outstanding diligence items to be resolved before signing a definitive merger agreement and requested that the Company provide exclusivity through August 7, 2024.

 

   

On June 24, 2024, the Board held a regularly scheduled meeting. Representatives of BGL also attended and presented to the Board on the status of the marketing process including details of the Third Round Proposals received from Parties A and E. Representatives of BGL briefly discussed its lender outreach efforts and the six parties that had provided indicative financing terms to date. Representatives of BGL also presented an analysis of comparable public company OEM and rental equipment businesses, which had been updated from the March 27, 2024 presentation. A comparison of the Company’s recent trading activity against the market generally and comparable groups, as well as an updated overview of the Company’s shareholder base for Q1 2024, was also provided. Lastly, representatives of BGL summarized the due diligence process conducted to date with Parties A and E, and presented an updated process timeline and overview of important next steps. The Board discussed the relative merits of the Third Round Proposals and provided authorization for BGL to negotiate the offers received so as to receive final and best offers.

 

   

On June 26, 2024, representatives of BGL held a virtual meeting with Party A and informed Party A that it would need to enhance its proposal in order for its offer to be considered acceptable to the

 

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Board. Following this conversation, on June 28, 2024, Party A verbally indicated that it could increase its proposal to $5.60 per share of common stock prior to transaction expenses expected to be incurred by the Company.

 

   

On June 26, 2024, representatives of BGL held a virtual meeting with Party E and informed Party E that it would need to enhance its proposal in order for its offer to be considered acceptable to the Board. Following this conversation, on July 3, 2024, Party E submitted a written amendment to its non-binding Third Round Proposal increasing its offer to $6.00 per share of common stock prior to transaction expenses expected to be incurred by the selling shareholders; Party E also requested exclusivity through August 9, 2024. Additionally, Party E confirmed that its proposal was not contingent on third-party financing and that the transaction could be completed with equity capital from its committed fund. Representatives of Party E provided a supporting schedule which reflected an implied enterprise value of $224 million.

 

   

On July 4, 2024, the Transaction Committee, members of management of the Company, and representatives of BGL discussed the Third Round Proposals and key terms. During this conversation, the Transaction Committee informed representatives of BGL that it had concluded that, in comparison, Party A’s proposal was inferior to Party E’s proposal and that it wished to execute the exclusivity agreement with Party E. The Transaction Committee authorized Bryan Cave to negotiate the exclusivity agreement with Party E’s legal counsel.

 

   

On July 9, 2024, the Transaction Committee approved Party E’s non-binding Third Round Proposal and the Company entered into the revised exclusivity agreement, as negotiated by Bryan Cave, with Party E with a term expiring on August 9, 2024. The Company and Party E, with the assistance of their respective counsel and third-party advisors, began working through confirmatory due diligence.

 

   

From July 9, 2024 to August 9, 2024, Party E and Party E’s advisors and representatives conducted due diligence with the assistance of members of Company management and representatives of BGL, which included multiple calls, information sharing, and review of documents in the virtual data room.

 

   

On July 20, 2024, BGL sent the Company’s Executive Chairman a draft engagement letter agreement, outlining the terms under which BGL would render a fairness opinion to the Board in connection with a potential transaction. On July 23, 2024, the Company and BGL entered into the proposed engagement letter agreement.

 

   

On July 24, 2024, the Company received an unsolicited non-binding proposal from Tadano to acquire the common stock of the Company that Tadano does not already own for $6.25 to $6.50 per share in cash, subject to completion of due diligence by Tadano. The proposal indicated that Tadano would be prepared to sign a definitive merger agreement within 30 days and that Tadano had access to capital sufficient to consummate the transaction as proposed.

 

   

On July 25, 2024, Bryan Cave delivered a letter to Tadano and its financial advisor, Perella Weinberg Partners LP (“Perella Weinberg Partners”), acknowledging the receipt of the proposal, but informing them of existing exclusivity obligations and the Company’s inability to engage as a result thereof.

 

   

On July 31, 2024, members of the management team and representatives of BGL held an in-person meeting with Party E in Georgetown, Texas and discussed operations, growth opportunities, and other operational items.

 

   

Also on July 31, 2024, members of Tadano senior management met with representatives of Perella Weinberg Partners, Sullivan & Cromwell LLP, Tadano’s legal advisor (“S&C”) and Deloitte Touche Tohmatsu Limited, Tadano’s accounting advisor (“Deloitte”) to discuss potential transaction process and timeline. Representatives of Perella Weinberg Partners also presented to Tadano management certain preliminary views on valuation derived solely from publicly available information regarding the Company.

 

   

On August 2, 2024 and on August 8, 2024, Mr. Noriaki Yashiro, Director and Managing Executive Officer of Tadano, discussed with Mr. David Langevin, the Company’s Executive Chairman, whether

 

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Tadano could commence its due diligence investigation following the expiration of the Company’s exclusivity obligations with Party E.

 

   

On August 9, 2024, representatives of BGL held a virtual meeting with Party E following the expiration of the exclusivity period. Party E informed representatives of BGL that it was not in a position to execute a definitive merger agreement prior to the expiration of exclusivity. Subsequently at 5:00 pm Eastern Time, Party E’s exclusivity period expired without extension.

 

   

On August 10, 2024, representatives of Perella Weinberg Partners, at the direction of Tadano, contacted representatives of BGL regarding Tadano’s interest in acquiring the Company.

 

   

On August 11, 2024, the Company and Tadano executed a non-disclosure agreement and Tadano was granted access to the virtual data room to aid in its confirmatory due diligence. The non-disclosure agreement contained customary “standstill” provisions, with customary fall-away terms upon the Company’s entry into a definitive agreement with, or the launch of a tender offer by, an unaffiliated third party.

 

   

From August 11, 2024, until September 11, 2024, Tadano, with the assistance of its adviors and representatives and the assistance of Company management and representatives of BGL, conducted due diligence, which included multiple calls, information sharing, and review of documents in the virtual data room.

 

   

On August 12, 2024, Mr. Langevin, the Company’s Executive Chairman, Mr. Coffey, the Company’s Chief Executive Officer, representatives of BGL, Mr. Yashiro, and representatives of Perella Weinberg Partners held an in-person meeting in Chicago, Illinois, to discuss Tadano’s proposed due diligence scope and associated timeline to execute a definitive merger agreement with the Company.

 

   

On August 14, 2024, representatives of Perella Weinberg Partners, at the direction of Tadano, delivered to representatives of BGL a preliminary due diligence work plan illustrating a timeline to complete their proposed work streams and sign a definitive merger agreement.

 

   

On August 17, 2024, S&C delivered an initial markup of the draft merger agreement to Bryan Cave.

 

   

On August 22, 2024, Tadano and the Company executed an amendment to the non-disclosure agreement, pursuant to which Tadano and the Company agreed to certain obligations regarding the sharing of competitively sensitive information.

 

   

On August 25, 2024, Bryan Cave delivered to S&C a revised draft of the merger agreement following feedback from management, the Transaction Committee and representatives of BGL.

 

   

On August 27, 2024, members of Tadano’s executive team, including Messrs. Toshiaki Ujiie, Yashiro, Tamitoshi Kumano, and Yasuhiro Fukumori, as well as representatives of Perella Weinberg Partners, met in person with members of management of the Company and representatives of BGL in Georgetown, Texas to tour the Company’s facility and discuss the Company’s operations.

 

   

On August 30, 2024, representatives of Perella Weinberg Partners, at the direction of Tadano, discussed with representatives of BGL updates to the potential timeline for the execution and announcement of a transaction.

 

   

On September 5, 2024, representatives of Perella Weinberg Partners reviewed with certain senior management of Tadano certain preliminary views on the valuation of the Company, based on certain historical and projected financial information provided by Tadano to representatives of Perella Weinberg Partners for purposes of its financial analysis of the Company.

 

   

On September 6, 2024, representatives of Perella Weinberg Partners, at Tadano’s direction, held a phone call with representatives of BGL, where representatives of Perella Weinberg Partners explained that Tadano would not be in a position to pay more than $5.75 per share in cash as an indicative purchase price, given Tadano’s due diligence to date, including with respect to certain debt-like

 

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financial items incurred by the Company. Subsequently, on September 7, 2024, representatives of Perella Weinberg Partners, at the direction of Tadano, delivered to representatives of BGL a list of such debt-like items.

 

   

On September 7, 2024, S&C delivered a revised draft of the Merger Agreement to Bryan Cave.

 

   

On September 8, 2024, members of management, the Transaction Committee and representatives of BGL met with representatives of the Company’s tax accountant Andersen Tax LLC (“Andersen”) to review and discuss the diligence findings of Tadano and its advisors. Subsequently, representatives of BGL, at the direction of the Transaction Committee, held a call with representatives of Perella Weinberg Partners and Deloitte to discuss details and questions regarding such diligence findings.

 

   

On September 9, 2024, Company management provided written confirmation to representatives of BGL, concerning certain historical and projected financial information provided by the Company to representatives of BGL for purposes of its analysis and opinion, and approved BGL’s reliance on the financial projections for use in connection with preparing its financial analyses.

 

   

On September 9, 2024, members of Company management, representatives of BGL and Andersen met with representatives of Perella Weinberg Partners and Deloitte to discuss the diligence findings presented. Subsequently, representatives of Perella Weinberg Partners, at the direction of Tadano, held a phone call with representatives of BGL during which they explained that Tadano would be able to increase its offer by approximately $0.05 per share to $5.80 per share in cash as an indicative purchase price, provided that the per share amount would be reduced by certain change of control expenses estimated to be between approximately $250,000 and $1.41 million in value.

 

   

On September 10, 2024, Bryan Cave and S&C exchanged drafts of the Merger Agreement.

 

   

On September 10, 2024, members of Company management, the Transaction Committee, and representatives of Bryan Cave and BGL met to discuss the revised offer and whether the Transaction Committee was willing to move forward with the transaction based on such revised offer. After discussion, the Transaction Committee authorized representatives of BGL to negotiate further with representatives of Perella Weinberg Partners. Subsequently, representatives of BGL and Perella Weinberg Partners held a call to discuss the revised proposal. During this call representatives of Perella Weinberg Partners, at the direction of Tadano, communicated that Tadano would be prepared to increase its offer to $5.80 per share in cash, without reduction for certain change of control expenses. Representatives of BGL reported the details of this proposal to the Transaction Committee. After a discussion, the Transaction Committee determined to continue to pursue a transaction with Tadano.

 

   

On September 10, 2024, representatives of BGL, the Transaction Committee and the remainder of the full Board (excluding Mr. Takashi Fukui, who recused himself due to his affiliation with Tadano and was not privy to any information regarding the Company’s negotiations or discussions with the other potential buyers following submission of Tadano’s initial indication of interest) held a joint meeting, which was attended virtually by members of management, representatives of BGL and representatives of Bryan Cave. At the request of the Transaction Committee, representatives of BGL then reviewed and discussed its draft financial analyses of the per share merger consideration. The meeting was then adjourned to the following day.

 

   

On September 10, 2024, representatives of Tadano met in person with representatives of the Company in Romania to tour the Company’s facility.

 

   

On September 11, 2024, S&C delivered to Bryan Cave a revised draft of the Merger Agreement, which Bryan Cave described as materially complete and final to the Board and BGL. The Transaction Committee and the Board (excluding Mr. Fukui, who recused himself due to his affiliation with Tadano) reconvened their joint meeting at 5:00 p.m. Central time, at which time Bryan Cave gave a presentation to the Board regarding fiduciary duties under Michigan law. At the request of the Transaction Committee, representatives of BGL then reviewed and discussed its financial analyses of the per share merger consideration, which financial analyses had been updated to reflect public market

 

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trading data as of September 11, 2024, but were otherwise similar in all material respects to the financial analyses reviewed and discussed on September 10, 2024.

 

   

Subsequently, on September 11, 2024, at the request of the Transaction Committee, BGL rendered its oral opinion (which was subsequently confirmed in writing by delivery of BGL’s written opinion addressed to the Transaction Committee dated September 12, 2024) to the effect that, as of the date and based on and subject to the procedures followed, assumptions made, qualifications, conditions and limitations on the review undertaken and other matters considered by BGL, as set forth in its written opinion, the per share merger consideration to be received by holders of common stock in the Merger pursuant to the Merger Agreement (other than holders of Excluded Shares) is fair to them from a financial point of view. The Transaction Committee approved the Merger Agreement, the Merger, the contingent equity grants to Messrs. Coffey and Doolan, the contingent conversion of certain of Mr. Coffey’s Company PSUs to Company RSUs, and the contingent cash bonus to Mr. Tober (with Mr. Tober abstaining as to the vote on his bonus), and recommended that the full Board approve each matter. The full Board, with Mr. Fukui abstaining, then approved the Merger Agreement and the Merger, recommended that the shareholders of the Company approve the Merger Agreement and the Merger, and approved the special equity grants and cash bonus identified above, contingent on the completion of the Merger.

 

   

On September 12, 2024, the board of directors of Tadano met virtually with members of management and approved Tadano’s entry into the Merger Agreement and the Merger.

 

   

Following conclusion of such board meetings on September 12, 2024, the parties executed the Merger Agreement and issued a press release announcing the Merger. Tadano amended its Schedule 13D in respect of shares of Company common stock to disclose Tadano’s entry into the Merger Agreement with the Company on September 12, 2024.

Reasons for the Merger; Recommendation of the Company’s Board of Directors

After careful consideration, with the assistance of independent financial and legal advisors, and acting in reliance upon the unanimous recommendation of the Transaction Committee, the Board (which, for purposes of this section of this proxy statement entitled “Proposal 1: The Merger—Reasons for the Merger; Recommendation of the Company’s Board of Directors,” means the Board without the participation of Mr. Takashi Fukui (the “Recused Director”), who recused himself due to his affiliation with Tadano), has determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to, and in the best interests of, the Company and its shareholders (other than holders of Excluded Shares) and adopted and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, resolved that the Merger Agreement be submitted for consideration by the shareholders of the Company at a special meeting of shareholders and recommended that the shareholders of the Company vote to approve the Merger Agreement. In addition, the Board believes that the Merger is fair to the Company’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act.

Accordingly, the Board recommends that you vote (1) “FOR” the proposal to approve the Merger Agreement; (2) “FOR” the non-binding, advisory proposal to approve compensation that will or may become payable to the Company’s named executive officers in connection with the Merger; and (3) “FOR” the proposal to adjourn the special meeting.

 

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In the course of reaching its determination and recommendation, the Board consulted with and received the advice and assistance of its legal and financial advisors as well as the unanimous recommendation of the Transaction Committee. In recommending that shareholders vote in favor of approval of the Merger Agreement, the Board considered a number of factors, including the following (which factors are not necessarily presented in order of relative importance):

 

   

Attractive Value. The Board considered the $5.80 per share merger consideration relative to the current and historical trading prices and anticipated future trading prices of the common stock, including the fact that the per share merger consideration constituted a premium of approximately 52.2% to the closing price per share on September 11, 2024, 47.9% to the volume-weighted average price during the three months ended September 11, 2024, and 7.4% to the volume-weighted average price during the six months ended September 11, 2024.

 

   

Best Alternative for Maximizing Shareholder Value. The Board considered, after discussions with its financial advisor and members of management, that the per share merger consideration was more favorable to the shareholders than the potential value that would reasonably be expected to result from other alternatives reasonably available to the Company, including, but not limited to, the continued operation of the Company as a standalone, independent public company with no change in its relationship with Tadano, and especially in light of the current environment in the industry as well as broader economic and commercial trends affecting the Company’s business and financial results, including:

 

   

the Board’s assessment of the Company’s business, operations, financial condition, earnings, assets and prospects, its competitive position and historical and projected financial performance and the nature of the industry in which the Company operates, including changing competitive dynamics;

 

   

the strategic and other alternatives reasonably available to the Company, including the alternative of remaining a standalone public company and the likelihood or unlikelihood of other parties being willing and able to engage in a shareholder-value-maximizing strategic transaction with the Company, and the risks and uncertainties associated with those alternatives, none of which were deemed likely to result in value to the Company’s shareholders that would exceed, on a present-value basis, the value of the Merger consideration;

 

   

that Party E had informed representatives of BGL that it would need significant additional time following the expiration of its exclusive negotiating period before it would be in a position to proceed with the process of negotiating a definitive merger agreement, raising significant uncertainty regarding Party E’s interest in and ability to negotiate a binding transaction with the Company;

 

   

that Tadano was the most logical acquirer of the Company and, in light of Tadano’s long-term investment in the Company, deep understanding of the Company’s businesses and industries and track record of providing the Company with strategic support, that Tadano was the potential transaction partner most likely to offer the highest value to the Company’s shareholders; and

 

   

the risks and uncertainties relating to possible future headwinds for companies operating in the industry in which the Company operates, including the potential need for greater scale to be able to compete effectively in the markets in which the Company operates or may operate in the future.

 

   

Certainty of Consideration. The Board considered that the all-cash Merger consideration provides the shareholders with certainty of value and, upon closing, immediate liquidity for their shares, especially when viewed against the potential risks and uncertainties inherent in the Company’s business, including risks associated with remaining a standalone entity and changing competitive dynamics.

 

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Transaction Committee Process and Recommendation. The Board considered the process undertaken by the Transaction Committee, including:

 

   

the receipt of the advice of its outside advisors and Company management, consideration with the Board and such advisors of a wide range of options, and identification of the candidates viewed as most likely to be interested in acquiring the Company and capable of paying the highest price and

 

   

the course and history of the negotiations between Tadano and the Company, as described under “Proposal 1: The Merger—Background of the Merger” and the Board’s belief that it had obtained Tadano’s best and final offer and that it was unlikely that any other party would be willing to acquire the Company at a higher price.

 

   

Receipt of Fairness Opinion from Brown Gibbons Lang & Company. The Board considered the opinion of BGL, orally rendered on September 11, 2024 to the Transaction Committee (and subsequently confirmed in writing by delivery of BGL’s written opinion addressed to the Transaction Committee dated September 12, 2024), as to the fairness, from a financial point of view, and as of such date, of the per share merger consideration to be received by the holders of common stock of the Company in the Merger pursuant to the Merger Agreement (other than holders of Excluded Shares), as more fully described in the section entitled “Proposal 1: The Merger—Opinion of Brown Gibbons Lang & Company” and which written opinion is attached in its entirety as Annex B hereto. The summary of the opinion of BGL herein is qualified in its entirety by reference to the full text of the opinion. We encourage you to read BGL’s opinion and the summary of BGL’s opinion carefully and in their entirety.

 

   

Likelihood of Completion; Certainty of Payment. The Board considered its belief that, absent a superior proposal, the Merger represented a transaction that would highly likely be consummated based on, among other factors:

 

   

Tadano’s reputation and its credibility as an acquirer;

 

   

the absence of any financing condition to consummation of the Merger (as more fully described under “Proposal 1: The Merger—Financing of the Merger”);

 

   

the Company’s ability, under circumstances specified in the Merger Agreement, to seek specific performance of Tadano’s and Merger Sub’s obligation to cause the Merger to occur;

 

   

the commitment of Tadano in the Merger Agreement to use reasonable best efforts to satisfy conditions and complete the Merger, and to obtain applicable regulatory approvals (as more fully described under “Proposal 1: The Merger—Regulatory Approvals”); and

 

   

the absence of any conditions to the consummation of the Merger that are unlikely to be satisfied Merger (as more fully described under “The Merger Agreement—Conditions to the Merger”).

 

   

Opportunity to Receive Unsolicited Acquisition Proposals and to Terminate the Tadano Merger in Order to Accept a Superior Proposal. The Board considered the terms of the Merger Agreement permitting the Company to receive unsolicited acquisition proposals, and the other terms and conditions of the Merger Agreement, including:

 

   

that until the effective time, subject to certain conditions and requirements set forth in the Merger Agreement, the Company is permitted to receive, consider and respond to unsolicited acquisition proposals or engage in discussions or negotiations with third parties making such acquisition proposals (as more fully described under “The Merger Agreement—Change of Board Recommendation”); and

 

   

the ability of the Board to change its recommendation prior to obtaining the Company shareholder approval in specified circumstances relating to the receipt of a superior proposal or the occurrence of an intervening event (as defined in the section entitled “The Merger Agreement—Change of Board Recommendation”), subject to (i) the Company’s notification and good faith negotiation

 

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obligations and (ii) Tadano’s right to terminate the Merger Agreement and receive payment of the applicable termination fee of $4,900,000, which amount the Board believed to be reasonable under the circumstances taking into account the range of such termination fees in similar transactions, and the unlikelihood that a fee of such size would be a meaningful deterrent to alternative acquisition proposals (as more fully described under “The Merger Agreement—Termination Fees”).

 

   

Other Terms of the Merger Agreement. The Board considered other terms and conditions of the Merger Agreement and related transaction documents, including:

 

   

that the approval of Proposal 1: The Merger is conditioned on the affirmative vote of the majority of the outstanding shares and the majority of the unaffiliated shares (as more fully described under “The Special Meeting—Vote Required”);

 

   

that the terms of the Merger Agreement provide the Company sufficient operating flexibility to conduct its business in the ordinary course until the earlier of the consummation of the Merger or the termination of the Merger Agreement (as more fully described under “The Merger Agreement—Conduct of Our Business Pending the Merger”);

 

   

the termination date of the Merger Agreement on which date either party, subject to certain exceptions, can terminate the Merger Agreement, and the Board’s view that the termination date, and the provisions of the Merger Agreement providing for extensions of the termination date under certain circumstances, allow for sufficient time to consummate the Merger;

 

   

the Board’s belief that it was fully informed about the extent to which the interests of Tadano and its affiliates in the Merger differ from those of the Company’s other shareholders; and

 

   

the Board’s belief that the other terms of the Merger Agreement, taken as a whole, are reasonable.

In the course of reaching its recommendation, the Board also considered a variety of risks and potentially negative factors concerning the Merger and the Merger Agreement, including the following:

 

   

that the shareholders will have no ongoing equity participation in the Company following the Merger and the shareholders will cease to participate in the Company’s future earnings or growth, if any, and will not benefit from increases, if any, in the value of the Company following the Merger;

 

   

the risk that the Merger may not be consummated in a timely matter or at all, including due to the failure to obtain required regulatory approvals to the completion of the Merger or the failure to satisfy other conditions to the completion of the Merger, and the consequences thereof, including the potential loss of value to the shareholders and the potential negative impact on the operations and prospects of the Company if the Merger Agreement is terminated or the Merger is not completed for any reason;

 

   

the significant effort and cost involved in connection with negotiating the Merger Agreement and completing the Merger (including certain costs and expenses if the Merger is not consummated), the substantial management time and effort required to effectuate the Merger and the potential related disruption to the Company’s day-to-day operations during the pendency of the Merger;

 

   

the possible effects of the pendency or consummation of the Merger, including the potential for suits, actions or proceedings in respect of the Merger Agreement or the transactions contemplated by the Merger Agreement, the risk of any loss or change in the relationship of the Company and its subsidiaries with their respective employees (including making it more difficult to attract and retain key personnel and the possible loss of key management, technical, sales and other personnel), customers, distributors, suppliers, contractors, partners, agents and others with whom they have business dealings;

 

   

the possibility that, under certain limited circumstances, the Company may be required to pay Tadano a termination payment of $4,900,000 following termination of the Merger Agreement, including if

 

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Tadano terminates the Merger Agreement as a result of the Board changing its recommendation or if the Company terminates the Merger Agreement to accept a superior proposal (as more fully described under “The Merger Agreement—Termination Fees”);

 

   

the restrictions imposed by the terms of the Merger Agreement on the conduct of the Company’s business prior to completion of the Merger, which may delay or prevent the Company from undertaking business opportunities that may arise pending completion of the Merger, and the resultant risk if the Merger is not consummated;

 

   

because the Merger Agreement provides that the Merger must be completed on or before June 12, 2025, which we refer to as the end date, the shareholders could be asked to vote on approval of the Merger Agreement in advance of completion of the transaction;

 

   

the receipt of cash in exchange for the common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes for many of the shareholders;

 

   

the absence of any appraisal or dissenters’ rights under Michigan law; and

 

   

the Company’s officers and directors may have interests in the Merger that are different from, or in addition to, the interests of the shareholders, including the receipt of certain enhanced severance in connection with a qualifying termination in connection with the Merger, the acceleration of Company RSUs and Company Options held by officers and directors, the grant of Company RSUs, the conversion of Company PSUs to Company RSUs, and cash awards in connection with the completion of the Merger, and the interests of the Company’s directors and officers in being entitled to continued indemnification, advancement of expenses and insurance coverage from the surviving corporation under the Merger Agreement.

The Board concluded that the uncertainties, risks and potentially negative factors relevant to the Merger were outweighed by the potential benefits of the Merger.

The above discussion of the information and factors considered by the Board is not intended to be exhaustive, but indicates the material matters considered. In reaching its determination and recommendation, the Board did not quantify, rank or assign any relative or specific weight to any of the foregoing factors, and individual members of the Board may have considered various factors differently. The Board did not undertake to make any specific determination as to whether any specific factor, or any particular aspect of any factor, supported or did not support its ultimate recommendation. Moreover, in considering the information and factors described above, individual members of the Board each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Board based its recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement entitled “Cautionary Statements Regarding Forward-Looking Information.”

Other than as described in this proxy statement, the Board has not received any firm offer by any other person during the prior two years for (1) a merger or consolidation of the Company with another company; (2) the sale or transfer of all or substantially all of the Company’s assets; or (3) a purchase of the Company’s securities that would enable such person to exercise control of the Company.

Opinion of Brown Gibbons Lang & Company

On September 11, 2024, BGL orally rendered its opinion to the Transaction Committee (which was subsequently confirmed in writing by delivery of BGL’s written opinion addressed to the Transaction Committee dated September 12, 2024), as to the fairness, from a financial point of view and as of such date, of the per share merger consideration to be received by holders of Company common stock in the Merger pursuant to the Merger Agreement (other than holders of Excluded Shares), which opinion was based on and subject to the various procedures followed, assumptions made, qualifications and limitations on the review undertaken and the other matters considered by BGL in connection with the preparation of its opinion.

 

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BGL’s opinion was directed to the Transaction Committee and only addressed the fairness, from a financial point of view and as of such date, of the per share merger consideration to be received by holders of Company common stock in the Merger pursuant to the Merger Agreement (other than holders of Excluded Shares) and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of BGL’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this proxy statement and describes certain of the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by BGL in connection with the preparation of its opinion. However, neither BGL’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Transaction Committee, the Board, the Company, any security holder or any other person as to how to act or vote with respect to any matter relating to the merger or otherwise.

In arriving at its opinion, BGL, among other things:

 

   

reviewed the draft merger agreement dated September 10, 2024 (the “Draft Merger Agreement”);

 

   

reviewed relevant public filings, including, but not limited to, Form 10-Ks, Form 10-Qs, Form 8-Ks, proxies, investor presentations, and quarterly analyst calls;

 

   

reviewed publicly available analyst research coverage reports for the Company;

 

   

reviewed the Company’s audited financial statements for each of the fiscal years ended December 31, 2021, December 31, 2022, and December 31, 2023;

 

   

reviewed year-to-date unaudited financial statements prepared by the Company;

 

   

reviewed a forecast model prepared by the Company’s management in October 2023, including the budget for the fiscal year ended December 31, 2024 and forecasts for the fiscal years ended December 31, 2025, 2026, 2027, and 2028 that were prepared by the Company’s management;

 

   

participated in discussions with the Chief Executive Officer and Chief Financial Officer of the Company regarding the Company’s forecast model;

 

   

reviewed an updated forecast model, prepared by the Company’s management in August 2024, which made certain amendments to forecasts for the fiscal years ended December 31, 2025, 2026, and 2027;

 

   

reviewed schedules of non-recurring expenses and adjustments as prepared by the Company’s management and presented publicly through investor calls held by the Company’s management for the fiscal years ended December 31, 2021, 2022, and 2023 and the year-to-date period ending June 2024;

 

   

reviewed certain other historical operating and financial information provided to BGL by management of the Company, including division-level financial performance and key performance indicators of the Company;

 

   

reviewed analyses prepared by the Company regarding its business, service offerings, markets, customers, vendors, personnel, asset base, facilities, and operations;

 

   

reviewed the current and historical market prices, trading volume, and relevant financial metrics for the Company common stock and the current and historical market prices, trading volume, and relevant financial metrics of the publicly traded securities of certain other companies that BGL deemed to be relevant;

 

   

participated in meetings, discussions, interviews and facility tours with management of the Company; and

 

   

compared certain of the proposed financial terms of the Merger with the financial terms, to the extent publicly available, of certain other transactions that BGL deemed relevant and conducted such other financial studies, analyses and inquiries and considered such other factors and information as BGL deemed appropriate.

 

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BGL assumed the accuracy and completeness of all of, and relied upon, the financial, legal, regulatory, tax, accounting, and other information provided to, discussed with or reviewed by BGL, including, without limitation, the forecasts, the components, value and computation of the per share merger consideration, without assuming any responsibility for independent verification, and BGL does not assume any liability for if any such information is not accurate or complete. As to any information provided to BGL by the Company, with the Company’s consent, BGL relied upon the assurances of the management of the Company that all such information was prepared on a reasonable basis and that the management of the Company is not aware of any information or facts that would make the information provided to BGL incomplete or misleading. BGL assumed that the forecast models and projections prepared by management of the Company are predicated upon reasonable assumptions and reflects management’s best currently available estimates and judgments and BGL expresses no view as to the reasonableness of such forecasts and projections or the assumptions on which they are based. BGL further assumed that all assets and liabilities (contingent or otherwise, known or unknown) of the Company are set forth on the financial statements provided to BGL, and that, in each case, the financial statements provided to BGL present fairly the Company’s results of operations, cash flows and financial condition for the periods and as of the dates indicated and were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied, and that there was no material changes in the assets, liabilities, financial condition, results of operations, business, or prospects of the Company since the date of the last financial statements made available to BGL. BGL assumed that, in the course of obtaining any necessary regulatory or third-party approvals and consents for the transaction, no modification, delay, limitation, restriction, condition, or waiver will be imposed or granted, the effect of which would be material to BGL’s analysis or opinion.

BGL further assumed, at the direction of the Transaction Committee, that the final executed Merger Agreement that was delivered by the parties does not differ in respect material to its analysis or its opinion from the draft Merger Agreement, and that the same per share merger consideration was included in the final version of the Merger Agreement. BGL also assumed, at the direction of the Transaction Committee, that the transaction will be consummated in accordance with the terms and conditions stated in the Merger Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or any material amendment to the Merger Agreement or waiver by any party of any condition stated in the Merger Agreement that would be material to its analysis or opinion. BGL assumed, at the direction of the Transaction Committee, that Tadano will be able to finance the aggregate payment of the per share merger consideration. BGL assumed that the representations and warranties of the parties stated in the Merger Agreement are true and correct. Each assumption included in BGL’s opinion was made with the knowledge and consent of the Transaction Committee, and BGL relied upon each such assumption without independent verification as a predicate for its opinion.

BGL’s opinion was rendered as of September 12, 2024, based upon information furnished to it, and its knowledge of economic, market and other conditions as they existed and can be evaluated, as of such date. BGL disclaimed any undertaking or obligation to advise any person of any information that comes to its attention after September 12, 2024, or to supplement, revise or withdraw its opinion in light of any such information.

BGL’s opinion addresses only the fairness, from a financial point of view, of the per share merger consideration to be received by the holders of Company common stock, other than the holders of Excluded Shares. It does not address any other issue, including, without limitation, the fairness of the amount or the nature of any compensation payable to any of the officers, directors or employees of any party in connection with the transaction or any financial or non-financial terms of the Merger Agreement or the transaction. BGL is not a legal, regulatory, accounting or tax expert and assumed that the Company and its other advisors assessed and acted upon all legal, regulatory, accounting and tax matters.

Furthermore, BGL did not make any independent valuation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, nor was BGL furnished with any such valuations or appraisals, nor did BGL conduct a comprehensive physical inspection of any assets of the Company. BGL did not analyze, nor was it requested to address, nor did it express any assurance regarding any of the following: (i) the solvency of

 

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the Company, either before or after giving effect to the transaction; (ii) the merits of the transaction relative to other business strategies or transactions that might be available to the Company or in which the Company might engage; (iii) the Company’s business decision to pursue the transaction; (iv) the structure or form of the transaction, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the transaction, including, without limitation, the fairness of the transaction or any other term or aspect of the transaction to, or any consideration to be received in connection therewith by, or the impact of the transaction on, the holders of any class of securities, creditors or other constituencies of the Company or any other party. BGL expressed no view or opinion as to any consequence that may result from the transaction, including as to the price at which the Company’s common stock will trade at any time, including following the announcement or consummation of the transaction.

BGL’s opinion was delivered to and intended for the benefit and use of the Transaction Committee, solely in connection with its consideration of the transaction, solely in their capacity as members of the Transaction Committee and not in any other capacity, and it may not be delivered, communicated or disclosed (in whole or in part) to any third party for any purposes whatsoever, or used or relied upon for any other purpose. BGL has consented to the inclusion of its opinion as Annex B to this proxy statement. BGL’s opinion is not intended to be, nor does it constitute, a recommendation to the Transaction Committee regarding how to vote with respect to the transaction. The rendering of BGL’s opinion is not intended nor shall it be deemed to confer any rights or remedies upon any person other than the Transaction Committee or to impose upon BGL any duty (fiduciary or otherwise) to any other person.

In performing the analyses discussed below, BGL considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of the opinion. No company, transaction or business used in BGL’s analyses for comparative purposes is identical to the Company, either of its business segments, or the Merger and an evaluation of the results of those analyses is not entirely mathematical. As a consequence, mathematical derivations (such as the high, low, mean and median) of financial data are not by themselves meaningful and in selecting the ranges of multiples to be applied were considered in conjunction with experience and the exercise of judgment. The estimates contained in the financial forecasts prepared by the management of the Company and the implied reference range values indicated by BGL’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the Company. Much of the information used in, and accordingly the results of, BGL’s analyses are inherently subject to substantial uncertainty.

BGL’s opinion was only one of many factors considered by the Transaction Committee in evaluating the merger. Neither BGL’s opinion nor its analyses were determinative of the per share merger consideration of the views of the Transaction Committee of the Board or management with respect to the merger or the per share merger consideration. The type and amount of consideration payable in the Merger were determined through negotiations between the Transaction Committee of the Board and Tadano, and the decision to enter into the Merger Agreement was solely that of the Transaction Committee of the Board and the Board.

Summary of BGL Financial Analysis

The following is a summary of the material financial analysis performed by BGL in connection with the preparation of its fairness opinion and reviewed with the Transaction Committee and the remainder of the full Board (excluding Mr. Fukui) at a meeting held on September 11, 2024. The following summary, however, does not purport to be a complete description of the financial analyses performed by, or the data presented by, BGL in connection with rendering the opinion described above. The preparation of a fairness opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the

 

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unique facts and circumstances presented. It is not readily susceptible to partial analysis or summary description. BGL believes that the following summary and its analysis must be considered as a whole and that selecting portions of the following summary of this analysis, without considering all of its analysis, methodologies and factors could create a misleading or incomplete view of the processes underlying the analysis and its opinion.

The order of analyses described does not represent the relative importance or weight given to those analyses by BGL. In arriving at its opinion, BGL did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, BGL considered the totality of the factors and analyses performed in determining its opinion.

With respect to the comparable public companies analyses and the comparable precedent transactions analyses summarized below, no company or transaction used as a comparison was identical to the Company or the Merger. This analysis necessarily involves complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or acquisition values of the companies concerned.

The projections furnished to BGL for the Company were prepared by the Company’s management. The Company does not publicly disclose internal management projections of the type provided to BGL in connection with BGL’s analysis, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of the Company’s management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, analyses made by BGL are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. This information should be read in conjunction with the section of this proxy statement entitled “Proposal 1: The Merger—Certain Unaudited Company Forecasts.”

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 11, 2024, and is not necessarily indicative of current market conditions. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of BGL’s analyses.

For purposes of its analysis, BGL reviewed a number of financial metrics, including the following:

 

   

Enterprise Value: Generally, the value as of a specified date of the relevant company’s outstanding equity securities (taking into account outstanding options and other securities convertible, exercisable or exchangeable into or for equity securities of the company) plus the amount of its net debt (the amount of its outstanding indebtedness, non-convertible preferred stock, capital lease obligations and non-controlling interests less the amount of cash and cash equivalents on its balance sheet).

 

   

Adjusted EBITDA: Generally, the amount of the relevant company’s earnings before interest, taxes, depreciation, amortization, and non-operational items for a specified time period, as adjusted for certain non-recurring items.

Comparable Public Companies Analysis

BGL performed a comparable companies analysis (i) utilizing the Selected OEMs as defined below, and (ii) on a sum-of-the-parts basis combining the Company’s OEM and rental equipment business segments, by reviewing certain financial information and market trading data of the Company and comparing it to

 

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corresponding information of five publicly traded original equipment manufacturers (the “Selected OEMs”) and four publicly traded equipment rental companies (the “Selected Equipment Rentals”), as listed below (such companies collectively the “Selected Companies”).

Original Equipment Manufacturers:

 

   

Cargotec Corporation

 

   

The Manitowoc Company, Inc.

 

   

Palfinger AG

 

   

Tadano Ltd.

 

   

Terex Corporation

Equipment Rental:

 

   

Ashtead Group PLC

 

   

H&E Equipment Services, Inc.

 

   

Herc Holdings Inc.

 

   

United Rentals, Inc.

Although none of the Selected Companies are directly comparable to the Company or either of its business segments, BGL, based on its experience and professional judgment, selected these companies for its analysis based on business sector participation, operational characteristics, and financial metrics which BGL considered similar to the Company for purposes of its analysis. However, because none of the Selected Companies is exactly the same as the Company or either of its business segments, BGL believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the comparable public companies analysis. Accordingly, BGL also made qualitative judgments, based on its experience and professional judgment, concerning differences between the business, financial and operational characteristics of the Company and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Using publicly available information (including, but not limited to, publicly available Wall Street research analysts’ estimates and public filings) BGL calculated for each Selected Company, the Selected Company’s Enterprise Value as a multiple of the estimated Adjusted EBITDA for the trailing twelve-month period (“TTM”) ended June 30, 2024 (“TTM June-24 Adjusted EBITDA”). All calculations in this review were based on closing share prices on September 11, 2024.

The Selected OEMs and the results of this analysis are summarized as follows:

 

($ in millions)

  Market
Capitalization
    Enterprise
Value
    TTM June-24
Adjusted
EBITDA
    Enterprise Value /
TTM June-24
Adjusted EBITDA
 

Selected OEMs

       

Cargotec Corporation

  $ 3,183     $ 3,228     $ 378       8.5x  

The Manitowoc Company, Inc.

    319       753       137       5.5x  

Palfinger AG

    823       1,733       326       5.3x  

Tadano Ltd.

    824       911       187       4.9x  

Terex Corporation

    3,339       3,685       690       5.3x  

Mean

  $ 1,698     $ 2,062     $ 344       5.9x  

Median

  $ 824     $ 1,733     $ 326       5.3x  

 

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The Selected Equipment Rentals and the results of this analysis are summarized as follows:

 

($ in millions)

   Market
Capitalization
     Enterprise
Value
     TTM June-24
Adjusted
EBITDA
     Enterprise Value /
TTM June-24
Adjusted EBITDA
 

Selected Equipment Rentals

           

Ashtead Group PLC

   $ 29,338      $ 40,252      $ 4,893        8.2x  

H&E Equipment Services, Inc.

     1,556        3,292        712        4.6x  

Herc Holdings Inc.

     3,817        8,559        1,491        5.7x  

United Rentals, Inc.

     46,564        59,974        7,119        8.4x  

Mean

   $ 20,319      $ 28,019      $ 3,554        6.8x  

Median

   $ 16,577      $ 24,405      $ 3,192        7.0x  

Based on the results of this analysis and other factors BGL considered appropriate in its professional judgment and experience, BGL selected an Enterprise Value to TTM June-24 Adjusted EBITDA multiple range of (i) 5.6x to 5.8x for the Selected OEMs, and (ii) 6.2x to 6.4x based on a sum-of-the-parts weighting of the OEM and equipment rental segments. In selecting this range of multiples, BGL made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics and prospects of the Company and the Selected Companies that could affect their public trading values in order to provide a context in which to consider the results of the quantitative analysis. BGL applied the range of multiples of Enterprise Value to TTM June-24 Adjusted EBITDA for the Selected Companies to the Company’s TTM June-24 Adjusted EBITDA of $33.0 million. BGL then calculated the implied per share value reference ranges for (i) the entire Company based on the Selected OEMs multiple range and (ii) on a sum-of-the-parts basis, applying a weighting to the respective business unit’s contribution to the Company’s TTM June-24 Adjusted EBITDA (which was 65% and 35% for the OEM and equipment rental business units, respectively). After adjusting for cash, debt and the implied value of Steve Berner’s non-controlling equity interest in Rabern as of June 30, 2024 (consistent with the terms of the stockholders’ agreement between the Company and Steven Berner and calculated as 30% of 5.5x Rabern’s EBITDA less Rabern’s net indebtedness) (the “Rabern Non-Controlling Interest”), in each case as provided by Company management, and factoring in a 6.5% premium (based on the sum of a control premium and liquidity and market capitalization comparability discounts deemed appropriate by BGL in its professional experience and judgment), the comparable public companies analysis indicated a range of implied equity values per share of Company common stock of: (i) $3.70 to $4.05 based on the Selected OEMs multiple range, and (ii) $4.64 to $5.03 for the sum-of-the-parts weighting of the OEM and equipment rental segments. BGL compared these ranges to the per share merger consideration of $5.80 to be paid to holders of Company common stock (other than the holders of Excluded Shares) pursuant to the Merger Agreement.

Comparable Precedent Transaction Analysis

BGL reviewed publicly available financial information relating to merger and acquisition transactions announced since December 2020 involving target companies in the OEM industry (the “Selected OEM Transactions”) and equipment rental industries (the “Selected Equipment Rental Transactions”, and collectively, the “Selected Transactions”) that BGL, based on its experience and professional judgment, deemed relevant to consider in relation to the Company and the transactions contemplated by the Merger Agreement.

No company or transaction used in this analysis is identical or directly comparable to the Company, either of its business segments or the merger. In evaluating the Selected Transactions, BGL made judgments and assumptions with regard to general business, economic, and market conditions and other factors existing at the time of the Selected Transactions, and other matters, as well as differences in financial, business, and operating characteristics and other factors relevant to the target companies or businesses in the Selected Transactions. Accordingly, an evaluation of the results of this analysis is not entirely quantitative. Rather, this analysis involves complex considerations and qualitative judgments concerning differences in financial and operating

 

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characteristics and other factors that could affect the public trading, acquisition or other values of the selected target companies and the Company.

Financial data for the Selected Transactions was based on publicly available information at the time of the announcement of the Selected Transactions that BGL obtained from public filings and other data sources. Using publicly available information, BGL calculated, for each Selected Transaction set forth below, the Enterprise Value for the applicable target company as a multiple of the target company’s Adjusted EBITDA for the TTM at the time of the transaction announcement.

The Selected OEM Transactions considered in this analysis are summarized as follows:

 

($ in millions)

   Announcement
Date
     Acquirer     Enterprise
Value
     TTM
Adjusted
EBITDA
     Enterprise Value /
TTM Adjusted
EBITDA
 

Original Equipment Manufacturer Targets

             

Kalmar Oyj

     April 2023       
Existing Shareholders
(Cargotec Demerger)
 
 
  $ 2,071      $ 274        7.6x  

KITO Corporation

     October 2022        The Crosby Group       535        78        6.9x  

Hitachi Construction Machinery Co., Ltd. (Minority sale of 26% ownership stake)

     January 2022       
Itochu and Japan
Industrial Partners
 
 
    8,625        1,229        7.0x  

Mean

        $ 3,744      $ 527        7.2x  

Median

        $ 2,071      $ 274        7.0x  

The Selected Equipment Rental Transactions in this analysis are summarized as follows:

 

($ in millions)

  Announcement
Date
    Acquirer     Enterprise
Value
    TTM
Adjusted
EBITDA
    Enterprise Value /
TTM Adjusted
EBITDA
 

Equipment Rental Targets

         

Yak Access

    March 2024       United Rentals, Inc.     $ 1,100     $ 171       6.4x  

Ahern Rentals

    November 2022       United Rentals, Inc.       2,000       310       6.5x  

Ecoverse

    October 2022       Alta Equipment       67       10       6.6x  

Rabern Rentals

    April 2022       Manitex International, Inc.       48       7       6.4x  

Custom Truck One Source

    December 2020       NESCO Specialty Rentals       1,475       166       8.9x  

Mean

      $ 938     $ 133       7.0x  

Median

      $ 1,100     $ 166       6.5x  

Based on the results of this analysis and other factors BGL considered appropriate in its professional judgment and experience, BGL selected an Enterprise Value to TTM Adjusted EBITDA multiple range of (i) 6.4x to 6.6x for the Selected OEM Transactions, and (ii) 6.1x to 6.5 based on a sum-of-the-parts weighting of the OEM and equipment rental segments. In selecting this range of multiples, BGL made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics and prospects of the Company and the target companies in the Selected Transactions and other factors that could affect their public trading, acquisition or other values in order to provide a context in which to consider the results of the quantitative analysis. BGL applied the range of multiples of Enterprise Value to TTM Adjusted EBITDA for the Selected Transactions to the Company’s TTM June-24 Adjusted EBITDA of $33.0 million. BGL then calculated the implied per share value reference ranges for (i) the entire Company based on the Selected OEM Transactions multiple range and (ii) on a sum-of-the-parts basis, applying a weighting to the respective business unit’s contribution to TTM June-24 Adjusted EBITDA (which was 65% and 35% for the OEM and equipment rental business units, respectively). After adjusting for cash, debt and the non-controlling interest of the implied value of the Rabern Non-Controlling Interest, and factoring in a 7.6% discount (based on a

 

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market capitalization comparability discount deemed appropriate by BGL in its professional experience and judgment), the comparable precedent transaction analysis indicated a range of implied equity values per share of Company common stock of (i) $4.92 to $5.32 based on the Selected OEM Transactions multiple range, and (ii) $4.54 to $5.13 for the sum-of-the-parts weighting of the OEM and equipment rental segments. BGL compared these ranges to the per share merger consideration of $5.80 to be paid to holders of Company common stock (other than the holders of Excluded Shares) pursuant to the Merger Agreement.

Premiums Paid Analysis

Using publicly available information, BGL performed a premiums paid analysis based on the premiums paid in 85 transactions involving the acquisition of greater than 50% of the equity in a U.S. publicly traded target within the Industrials sector with a transaction value between $5 million and $32 billion, announced since August 2, 2019. Using publicly available information, BGL calculated the premiums paid as the percentage by which the per share consideration paid in each such transaction exceeded the closing market prices per share of the target companies one trading day and one week prior to announcement of each transaction.

This analysis indicated the following 1-day and 1-week median transaction premiums:

 

     1-Day Prior     1-Week Prior  

Median

     28.9     33.2

Based on the results of this analysis, and its professional judgment and experience, BGL applied a 1-day premium range of 28.3% to 29.5% (derived from the median multiple noted above plus or minus 2.0%) to the closing price per share of Company common stock of $3.81 as of September 11, 2024, and a 1-week premium range of 32.6% to 33.9% (derived from the median multiple noted above plus or minus 2.0%) to the closing price per share of Company common stock of $3.79 as of September 5, 2024. This analysis indicated a range of implied equity values per share of common stock of $4.89 to $5.07. BGL compared these ranges to the per share merger consideration of $5.80 to be paid to holders of Company common stock (other than the holders of Excluded Shares) pursuant to the Merger Agreement.

Discounted Cash Flow Analysis

BGL performed a discounted cash flow analysis of the Company to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that the Company has forecasted to generate during the second half of the Company’s fiscal year 2024 and the Company’s fiscal years 2025 through 2028, as set forth in the section of this proxy statement entitled “Proposal 1: The Merger—Certain Unaudited Company Forecasts.” “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

In performing this analysis, BGL calculated a terminal value of the Company by applying a range of perpetuity growth rates of 1.25% to 1.55% (for both the Initial Company Management Projections and the Updated Company Management Projections), to determine a terminal year estimate of the unlevered, after-tax free cash flows that the Company was forecasted to generate based on management’s financial projections. The range of perpetuity growth rates was estimated by BGL utilizing its professional judgment and experience and taking into account a number of factors, including market expectations regarding long-term real growth of gross domestic product and inflation in the geographies the Company operates in. The unlevered cash flows and terminal values in each case were then discounted to present value as of June 30, 2024, using discount rates ranging from 15.70% to 16.10% (for both the Initial Company Management Projections and Updated Company Management Projections), which were based on an estimate of the Company’s weighted average cost of capital utilizing BGL’s professional judgment and experience and the mid-year cash flow discounting convention. As inputs to the weighted average cost of capital, BGL took into account, among other things, risk-free rate, equity risk premium, market capitalization size premium, pre-tax cost of debt and post-tax cost of debt. Based on its

 

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analysis, BGL calculated a range of implied Equity Values for the Company for the Initial Company Management Projections and the Updated Company Management Projections, after adjusting in both instances for cash, debt and the implied value of the Rabern Non-Controlling Interest, and estimated Company transaction expenses as of September 11, 2024. BGL then divided these ranges of implied Equity Values by the number of fully diluted shares of Company common stock, as provided by Company management, to derive a range of implied equity values per share of Company common stock of (i) $4.65 to $5.04 based on the Initial Company Management Projections, and (ii) $4.62 to $5.01 based on the Updated Company Management Projections. BGL compared these ranges to the per share merger consideration of $5.80 to be paid to holders of Company common stock (other than the holders of Excluded Shares) pursuant to the Merger Agreement.

Other Factors

BGL also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

 

   

Last 52-Week Trading Range. BGL reviewed historical trading prices of shares of Company common stock during the twelve-month period ended September 11, 2024, noting that the low and high closing prices during such period ranged from $3.21 to $9.02 per share of Company common stock, respectively. BGL noted that the historical trading range analysis is not a valuation methodology and that such analysis was presented for reference purposes only and not as a component of the fairness analysis.

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying BGL’s opinion. In arriving at its opinion, BGL considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, BGL made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, BGL may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of BGL with respect to the actual value of the shares of Company common stock. Rounding may result in total sums set forth in this section not equaling the total of the figures shown. BGL’s opinion and its presentation to the Transaction Committee were among many factors taken into consideration by the Board in deciding to approve the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board with respect to the per share merger consideration or of whether the Board would have been willing to agree to different merger terms. The per share merger consideration and other terms of the Merger were determined through arm’s-length negotiations between the Company and Tadano and were approved by the Board. BGL did not recommend any specific amount of consideration to the Company’s Transaction Committee or the management or that any specific amount of consideration constituted the only appropriate consideration in the Merger for the holders of Company common stock.

Pursuant to the terms of BGL’s engagement letters with the Company, the Company has agreed to pay BGL a fee for its services in the amount of approximately $3.1 million, of which (i) $125,000 was payable upon execution of the engagement letter, (ii) $125,000 was payable upon delivery of BGL’s opinion, regardless of the conclusion reached by BGL in its opinion, and (iii) the balance of which is payable contingent upon the consummation of the proposed Merger. The Company has also agreed to reimburse BGL for its expenses and to indemnify BGL against certain liabilities arising out of its engagement.

 

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During the past two years, (i) the Company has not engaged BGL to provide, and BGL has not provided, investment banking, financial advisory or other financial services to the Company unrelated to the Merger for which the Company pays or expects to pay fees to BGL and (ii) BGL and its affiliates have not provided any investment banking or other financial services to Tadano or its affiliates, for which BGL and its affiliates have received compensation. BGL and its affiliates may provide investment banking and other financial services to Tadano or its affiliates in the future, for which BGL and its affiliates may receive compensation.

BGL and its affiliates are engaged in financial services, including, without limitation, investment banking, financial advisory, and corporate finance. In the ordinary course of business, BGL, its successors and affiliates may hold or trade the equity, debt or other securities or financial instruments (including bank loans and other obligations) of the Company or Tadano or any of their respective affiliates and, accordingly, may at any time hold a long or short position in such securities or instruments (or in related derivatives). The Company engaged BGL to act as a financial advisor based on BGL’s qualifications, experience and reputation. BGL is an internationally recognized investment banking firm that has substantial experience in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Preliminary Discussion Materials

In addition to the September 11, 2024 financial presentation provided to the Transaction Committee in connection with BGL’s opinion, dated September 12, 2024, to the Transaction Committee as summarized above, BGL also provided, for informational purposes, certain preliminary discussion materials to the Transaction Committee as summarized below.

The preliminary financial considerations and other information in these materials reflected market data as of dates proximate to such materials and were based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and information relating to the Company, made available to BGL as of, the date of such materials. Accordingly, to the extent preliminary financial analyses or information were included in such preliminary discussion materials, such preliminary financial analyses or information may have differed from the September 11, 2024 financial presentation as a result of, among other things, changes in the Company’s internal financial forecasts, estimates and assumptions and such other financial, economic, monetary and market conditions and circumstances, and other information. BGL also continued to refine various aspects of such preliminary financial considerations and other information. The September 11, 2024 financial presentation superseded the preliminary discussion materials, including the draft financial presentation dated September 10, 2024 referenced below. None of the preliminary discussion materials constituted an opinion of, or recommendation by, BGL with respect to a possible transaction or otherwise.

 

   

September 10, 2024 Draft Financial Presentation. The September 10, 2024 draft financial presentation materials were substantially similar to the September 11, 2024 financial presentation materials, and contained, among other things: (i) an overview of the proposed transaction with Tadano and a timeline of key events, (ii) selected observations relating to the stock price performance for the Company from August 24, 2023 to September 9, 2024, (iii) selected observations relating to the per share merger consideration based on illustrative premiums to the Company’s closing share price/volume-weighted average price (“VWAP”), (iv) a summary of the financial and comparative analyses performed by BGL, including an overview of the valuation assumptions relied upon by BGL utilizing historical financial information, the Initial Company Management Projections and the Updated Company Management Projections, and (v) a preliminary comparable public companies analysis, a preliminary comparable precedent transactions analysis, a preliminary premiums paid analysis, and a preliminary discounted cash flow analysis, which preliminary analyses used the same methodologies as described in the section entitled “Proposal 1: The Merger—Opinion of Brown Gibbons Lang & Company—Summary of BGL Financial Analysis.”

 

   

June 24, 2024 Process Update Materials. The June 24, 2024 process update materials included, among other things: (i) an update on the status of the marketing process, including details and a comparison of

 

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the Third Round Proposals received from Party A and Party E and an analysis of the per share merger consideration price implied by such proposals, (ii) an overview and analysis of selected financial information relating to comparable OEM and rental equipment public companies, updating the analysis included in the March 27, 2024 materials referenced below, (iii) an overview of certain trading data for the Company, which included, among other things, a share price analysis as of June 21, 2024 comparing the Company against the market and comparable public companies in both the OEM and rental equipment industries, (iv) selected observations related to the Company’s shareholder base as of Q1 2024, including observations related to top institutional shareholders, (v) a termination fee analysis, including enterprise value termination fee statistics from calendar years 2023 and 2022, and (vi) a summary of the due diligence process conducted to date by Parties A and E and an updated process timeline and overview of key next steps.

 

   

May 9, 2024 Process Update Materials. The May 9, 2024 process update materials included, among other things, (i) an overview of the Second Round Proposals received from Parties A, C and E, and (ii) a valuation summary analysis relating to the Second Round Proposals received from such parties, including the per share merger consideration price implied by each proposal, which updated the analysis included in the March 27, 2024 materials referenced below.

 

   

March 27, 2024 Process Update Materials. The March 27, 2024 process update materials included, among other things: (i) an update on the status of the marketing process, including details of the March 20, 2024 First Round Proposal received from Party E, (ii) an overview and analysis of selected financial information relating to comparable OEM and rental equipment public companies, updating the analysis included in the February 26, 2024 materials referenced below, (iii) a valuation summary analysis relating to the First Round Proposals received from Parties A, B, C, D and E, including the per share merger consideration price implied by each proposal, which updated the analysis included in the February 26, 2024 materials referenced below, (iv) an overview of certain trading data for the Company, which included, among other things, a share price analysis as of March 26, 2024, comparing the Company against the market and comparable public companies in both the OEM and rental equipment industries, and (v) an updated process timeline and overview of key next steps.

 

   

February 26, 2024 Discussion Materials. The February 26, 2024 discussion materials included, among other things: (i) an update on the status of the marketing process, including feedback received from all parties to date, (ii) an overview and analysis of selected financial information relating to comparable OEM and rental equipment public companies, (iii) a valuation summary analysis relating to the First Round Proposals received from Parties A, B, C and D, including the per share merger consideration price implied by each proposal, which updated the analysis included in the January 25, 2024 materials referenced below, (iv) an overview of certain trading data for the Company, which included, among other things, a share price analysis as of February 23, 2024, comparing the Company against the market and comparable public companies in both the OEM and rental equipment industries, (v) selected observations related to the Company’s shareholder base for Q4 2024, including observations related to top institutional shareholder, and (vi) an updated process timeline and overview of key next steps.

 

   

January 25, 2024 Marketing Update Materials. The January 25, 2024 marketing update materials included, among other things, (i) a valuation summary analysis relating to the First Round Proposals received from Parties A, B, C and D including the per share merger consideration price implied by each proposal, which updated the analysis included in the January 3, 2024 materials referenced below and (ii) an overview of other potential strategic and financial buyers that were reviewing the Company’s confidential information presentation.

 

   

January 3, 2024 Marketing and Process Update Materials. The January 3, 2024, marketing and process update materials included, among other things, (i) an update on the status of the marketing process, including an overview of initial discussions with potential strategic and financial buyers and expected next steps, (ii) an overview of certain trading data for the Company, which included, among other things, a share price analysis as of January 2, 2024 comparing the Company against the market and comparable public companies in both the OEM and rental equipment industries, (iii) a valuation

 

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summary analysis relating to the First Round Proposals received from Parties A, B and C including the per share merger consideration price implied by each proposal, which analysis was substantially similar to the analysis included in the December 22, 2023 materials referenced below, and (iv) an overview of historical EBITDA multiples for comparable public companies in both the OEM and rental equipment industries.

 

   

December 22, 2023 Marketing Update Materials. The December 22, 2023 marketing update materials included, among other things, (i) an update on the status of the marketing process, (ii) a valuation summary analysis relating to the First Round Proposals received from Parties A, B and C including the per share merger consideration price implied by each proposal, and (iii) an updated overview of the proposed process timeline and summary of key next steps.

 

   

December 6, 2023 Discussion Materials. The December 6, 2023 discussion materials included, among other things, (i) an update on the status of the marketing process, (ii) an overview of the proposed process timeline and summary of key next steps, and (iii) an overview of certain trading data for the Company, including select observations related to the Company’s top institutional shareholders.

Position of Purchaser Filing Persons as to the Fairness of the Merger

Under the SEC rules governing “going-private” transactions, each of the Purchaser Filing Persons may be deemed to be an affiliate of the Company, and therefore required to express its belief as to the fairness of the proposed Merger to the Company’s “unaffiliated security holders,” as defined in Rule 13e-3 under the Exchange Act. The Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. The Purchaser Filing Persons are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the Purchaser Filing Persons as to the fairness of the Merger is not intended to be and should not be construed as a recommendation to any Minority Shareholder as to how that shareholder should vote on the proposal to approve the Merger Agreement. The Purchaser Filing Persons have interests in the Merger that are different from, and/or in addition to, the unaffiliated security holders of the Company.

The Purchaser Filing Persons did not participate in the deliberations of the Board or the Transaction Committee regarding, and did not receive advice from the Board’s or the Transaction Committee’s legal or financial advisors as to, the fairness of the Merger. Directors of the Company who were affiliated with the Purchaser Filing Parties were excluded from all Board deliberations relating to the approval of the Merger Agreement, as discussed in the section of this proxy statement entitled “Proposal 1: the Merger — Background of the Merger.” The Purchaser Filing Persons have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purpose of assessing the fairness of the Merger to the Company’s unaffiliated security holders. However, based on the knowledge and analysis by the Purchaser Filing Persons of available information regarding the Company, and the factors considered by, and the analysis and resulting conclusions of, the Purchaser Filing Persons discussed in “Tadano Purpose of and Reasons for the Merger,” as well as the factors considered by, and the analysis and resulting conclusions of, the Board discussed in “Reasons for the Merger; Recommendation of the Company’s Board of Directors,” the Purchaser Filing Persons believe that the Merger is substantively and procedurally fair to the Company’s unaffiliated security holders.

In particular, the Purchaser Filing Persons believe that the Merger is both procedurally and substantively fair to the Company’s unaffiliated security holders based on their consideration of the following factors, among others, which are not presented in any relative order of importance:

 

   

the Merger consideration represents a premium of approximately 52.2% to the closing price per common stock on September 11, 2024 (the last trading day prior to Tadano’s initial non-binding proposal to acquire the remaining common stock that Tadano does not already own, on which date the closing price was $3.81) and a premium of approximately 47.9% to the 30-calendar day VWAP per common stock through September 11, 2024 (which was $3.81);

 

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the common stock traded as low as $3.07 per share during the 52-week period prior to the Company’s entry into the Merger Agreement;

 

   

the Merger consideration consists entirely of cash, which provides a degree of certainty of value and liquidity to the Company’s unaffiliated security holders;

 

   

the Merger consideration consists entirely of cash, therefore the Company’s unaffiliated security holders that are subject to U.S. federal income taxation generally should be able to have cash on hand with which to pay all or a portion of their U.S. federal income taxes in connection with the sale of their shares of common stock of the Company;

 

   

the Company’s unaffiliated security holders will not be exposed to risks and uncertainties relating to the prospects of the Company following completion of the Merger;

 

   

the terms of the Merger Agreement (including the Merger consideration) and the transactions contemplated by it, including the Merger, were extensively negotiated with the Company’s management, and were closely reviewed and scrutinized by the Transaction Committee;

 

   

the directors of the Company who were affiliated with the Purchaser Filing Parties were excluded from all Board deliberations relating to the approval of the Merger Agreement;

 

   

the Transaction Committee received an opinion from Brown Gibbons Lang, dated September 12, 2024, as to the fairness, from a financial point of view and as of such date to the holders of the common stock of the Company (other than holders of Excluded Shares) of the $5.80 per share merger consideration to be paid to such holders in connection with the Merger, which opinion was based upon and subject to the factors and assumptions set forth therein as more fully described in the section entitled “Proposal 1: The Merger—Opinion of Brown Gibbons Lang & Company” and which written opinion is attached in its entirety as Annex B hereto, notwithstanding that the opinion of Brown Gibbons Lang was provided for the information and assistance of the Transaction Committee and none of the Purchaser Filing Persons are entitled to, and did not, rely on such opinion;

 

   

the ability of the Board to change its recommendation prior to obtaining the Company shareholder approval in specified circumstances relating to the receipt of a superior proposal or the occurrence of an intervening event (as defined in the section entitled “The Merger Agreement—Change of Board Recommendation”), subject to (i) the Company’s notification and good faith negotiation obligations and (ii) Tadano’s right to terminate the Merger Agreement and receive payment of the applicable termination fee of $4,900,000; and

 

   

the Merger and Merger Agreement were unanimously approved by the Board, and the Board determined (with Mr. Fukui recused) that entry into the Merger Agreement was in the best interests of the Company and its shareholders.

The Purchaser Filing Persons did not find it practicable to assign, nor did they assign, specific relative weights to the individual factors considered in reaching their conclusion as to fairness. The Purchaser Filing Persons also did not consider the liquidation value of the Company’s assets, and did not perform a liquidation analysis, because they consider the Company to be a viable going concern. Therefore, no appraisal of liquidation value was sought for purposes of valuing the shares of the Company’s common stock, and the Purchaser Filing Persons believe that the liquidation value of the shares of the Company’s common stock is irrelevant to a determination as to whether the proposed Merger is fair to the Company’s unaffiliated security holders.

Tadano Purpose of and Reasons for the Merger

Under the SEC rules governing “going-private” transactions, including Rule 13e-3 under the Exchange Act, the Purchaser Filing Persons may be deemed to be “affiliates” of the Company and engaged in a “going-private” transaction, and therefore, may be required to disclose its purposes and reasons for the Merger to the Company’s

 

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“unaffiliated security holders” as defined under Rule 13e-3 under the Exchange Act. The Purchaser Filing Persons are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. However, the Purchaser Filing Persons are not making any recommendation to any Minority Shareholders as to how that shareholder should vote on any proposal, and the views of each of the Purchaser Filing Persons should not be construed as a recommendation to any Minority Shareholder as to how such shareholder should vote. The Purchaser Filing Persons have interests in the Merger that are different from those of the Minority Shareholders.

If the Merger is completed, the Company will become a wholly owned subsidiary of Tadano. As a result, the common stock will cease to be listed on Nasdaq or publicly traded and will be deregistered under the Exchange Act. The members of the board of directors of Merger Sub immediately prior to the effective time will, from and after the effective time, be the members of the board of directors of the surviving corporation until the earlier of their resignation or removal or until their successors have been duly elected and qualified, as the case may be. The officers of the Company immediately prior to the effective time will, from and after the effective time, be the officers of the surviving corporation until the earlier of their resignation or removal or until their successors have been duly elected and qualified, as the case may be.

For the Purchaser Filing Persons, the purpose of the Merger is to enable Tadano to acquire 100% ownership and control of the Company. In this regard, the Purchaser Filing Persons will bear the risks and rewards of such ownership in the Company after the Merger, including any future earnings and growth of the Company as a result of improvements to the Company’s operations, synergies that may result from the Merger or acquisitions of other businesses.

The Purchaser Filing Persons determined that the structuring of the transaction as a Merger in which the Minority Shareholders receive $5.80 in cash for each common stock is preferable to other transaction structures as it provides the holders of common stock (other than shares owned by Tadano, Merger Sub or the Company or any subsidiary thereof) with immediate liquidity for their common stock through their receipt of the per share merger consideration, which represents a premium of approximately 52.2% to the closing price per common stock on September 11, 2024 (the last trading day prior to Tadano’s initial non-binding proposal to acquire the remaining common stock that Tadano does not already own, on which date the closing price was $3.81) and a premium of approximately 47.9% to the 30-calendar day VWAP per common stock through September 11, 2024 (which was $3.81). Conversely, as a result of the Merger, the Minority Shareholders will no longer have an opportunity to participate in any future benefits associated with the ownership of common stock, including the receipt of any dividends from the Company in the future and participation in any potential appreciation in the trading price of the common stock beyond the per share merger consideration. The Minority Shareholders’ receipt of cash in exchange for their common stock pursuant to the Merger generally will be a taxable transaction for U.S. federal income tax purposes to the Minority Shareholders who are “U.S. holders.”

In addition, the Purchaser Filing Persons believe that structuring the transaction in such a manner is preferable to other alternative transaction structures because it (i) will enable the Purchaser Filing Persons to directly acquire all of the outstanding shares of the Company not beneficially owned by them at the same time, (ii) will allow the Company to cease to be a public reporting company, reducing management time and attention spent on those activities, as well as operating costs, (iii) will allow the Purchaser Filing Persons to control and determine product and investment strategies, and (iv) is consistent with recent precedent transactions. Because the transaction structure is consistent with the objectives of the Purchaser Filing Persons and with market practice, the Purchaser Filing Persons did not pursue or propose an alternative transaction structure.

In deciding to pursue the Merger, the Purchaser Filing Persons considered and took into account various risks and other factors that potentially could adversely affect them. These included that its directors, officers and other employees would expend considerable time and effort in negotiating, implementing and completing the Merger, and in doing so their time would be diverted from other important business opportunities and operational matters. The Purchaser Filing Persons recognized that it would incur significant transaction costs and expenses in

 

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connection with the Merger, regardless of whether the Merger is completed. There is a risk that the Merger may not be completed despite the Purchaser Filing Persons’ efforts, including in the event that the approval by a majority of the outstanding common stock is not obtained. Although each of the Purchaser Filing Persons believes that there will be significant opportunities associated with their investment in the Company, the Purchaser Filing Persons realize that there are also substantial risks (including the risks and uncertainties relating to the prospects of the Company and as described in this paragraph) and that such opportunities may not be fully realized on the expected timeframe or at all.

The Purchaser Filing Persons believe that after the Merger is consummated, the Company should have greater operating flexibility and more efficient access to capital, which should support the Company’s long-term growth and profitability, including due to (i) the reduction in expenses resulting from the Company ceasing to be a public company, (ii) the ability of the Purchaser Filing Persons to efficiently provide certain administrative functions to the Company and (iii) greater operational flexibility for the Company to pursue alternatives than it would have as a public company, including the ability to pursue transactions without focusing on the reaction of the market or of the Minority Shareholders to such transactions or the collective risk tolerance of such Minority Shareholders as it relates to such transactions. If that happens, the Purchaser Filing Persons (and not the Minority Shareholders) will benefit from any resulting increase in the value of the Company. Accordingly, the Purchaser Filing Persons have decided to undertake to pursue the Merger at this time for the reasons described above.

If the Merger is not completed for any reason, Tadano and their affiliates reserve the right (subject to certain conditions contained in the Confidentiality Agreement, dated as of August 11, 2024, between the Company and Tadano, including that Tadano may not acquire Company common stock for a period of 1 year from August 11, 2024 unless, among other conditions, the Company enters into a definitive agreement with an unaffiliated third party for the acquisition of the Company or a majority of the Company’s assets or a tender or exchange offer is announced by an unaffiliated third party) to acquire additional common stock through private purchases, market transactions, tender or exchange offers or otherwise on terms and at prices that may be more or less favorable than those provided in the Merger Agreement, or, subject to any applicable legal restrictions, to dispose of any or all common stock acquired by them.

Certain Effects of the Merger for Tadano

Following the consummation of the Merger, Tadano will own all of the equity interests of the Company and be the sole beneficiary of future earnings, growth and value, and will be the only one entitled to vote on corporate matters affecting the Company.

Additionally, following the Merger, shares of common stock will be delisted and cease to be registered under the Exchange Act. See the section of the proxy statement entitled “Plan of Tadano after the Merger.” As such, the Company will be relieved of the requirements applicable to companies having publicly traded equity securities, including the pressure to meet analyst forecasts and the requirements and restrictions on trading that directors, officers and beneficial owners of more than 10% of the shares of the Company’s common stock face as a result of the provisions of Section 16 of the Exchange Act. The Company will also be relieved of the obligation to separately prepare and furnish information to its shareholders. Tadano will benefit from any regulatory compliance cost savings realized by the Company after it becomes a private company.

The primary detriments of the Merger to Tadano include the fact that all of the risk of any possible decrease in the future earnings, growth or value of the Company following the Merger will be borne by Tadano. Additionally, Tadano’s ownership of the Company will be illiquid, with no public trading market for such securities.

Plan of Tadano after the Merger

Following completion of the Merger, Merger Sub will have been merged with and into the Company, with the Company surviving the Merger as a subsidiary of Tadano. The shares of Company common stock are

 

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currently listed on Nasdaq and registered under the Exchange Act. Following completion of the Merger, there will be no further market for the shares of Company common stock and, as promptly as practicable following the effective time and in compliance with applicable law, Company common stock will be delisted from Nasdaq, deregistered under the Exchange Act and will cease to be publicly traded. The Company may experience positive effects on profitability as a result of the elimination of direct and indirect costs and expenses related to compliance with such rules and regulations.

Given Tadano’s long-standing ownership stake in the Company, the Purchaser Filing Persons currently anticipate that the Company’s strategy and operations will initially be conducted following completion of the Merger substantially as they are currently being conducted (except that the Company will cease to be a public company and will instead be a wholly owned subsidiary of Tadano). Following completion of the Merger, the Purchaser Filing Persons will continue to assess the Company’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what additional changes, if any, would be desirable with a view towards determining possible synergies and the efficient allocation of resources in order to maximize the Company’s long-term earnings potential as a private company, which may include material changes in the Company’s corporate structure and business.

From and after the effective time, the officers of the Company at the effective time will be the officers of the Surviving Corporation and the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation, in each case, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their death, resignation or removal or until their respective successors have been duly elected or appointed and qualified in accordance with the MBCA or the certificate of incorporation and bylaws of the Surviving Corporation, as the case may be.

Benefits of the Merger for the Company’s Unaffiliated Shareholders

The primary benefit of the Merger to the unaffiliated shareholders will be their right to receive the Merger consideration of $5.80 in cash per share of Company common stock, less applicable withholding taxes, as described above, which represents a per share premium of approximately (1) 52.2% above the closing price per share on September 11, 2024, the last full trading day before announcement of the transaction, (2) 47.9% above the volume-weighted average price during the three months ended September 11, 2024, and (3) 7.4% to the volume-weighted average price during the six months ended September 11, 2024. Additionally, such shareholders will avoid the risk after the Merger of any possible decrease in our future earnings, growth or value.

Detriments of the Merger for the Company’s Unaffiliated Shareholders

The primary detriments of the Merger to our unaffiliated shareholders include the lack of an interest of such shareholders in the potential future earnings, growth or value realized by the Company after the Merger.

Consultation with Perella Weinberg Partners, Financial Advisor to Tadano

Tadano engaged Perella Weinberg Partners to act as its exclusive financial advisor in connection with the Merger. As part of that engagement and at Tadano’s request, Perella Weinberg Partners provided certain discussion materials dated July 31, 2024 (the “July 31 Materials”) and September 5, 2024 (the “September 5 Materials” and, together with the July 31 Materials, the “Perella Weinberg Partners Materials”) to Tadano management.

Copies of the Perella Weinberg Partners Materials are attached as exhibits to the transaction statement on Schedule 13E-3 filed with the SEC in connection with the Merger and are incorporated herein by reference. The description of the Perella Weinberg Partners Materials set forth in this proxy statement is qualified in its entirety by reference to the full text of the Perella Weinberg Partners Materials, which also may be obtained from the SEC in the manner described under “Where You Can Find More Information”.

 

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The Perella Weinberg Partners Materials were prepared solely to assist Tadano in determining whether to make a proposal to acquire all of the outstanding shares of Common Stock not already owned by Tadano and what the terms of any proposal might be and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold, which are inherently subject to uncertainty.

Perella Weinberg Partners has not acted as financial advisor to the Company, the Board or the Transaction Committee. Perella Weinberg Partners was not requested to, and did not, render an opinion with respect to the fairness of the transaction or the consideration to be paid in the Merger, or as to valuation or otherwise. The Perella Weinberg Partners Materials were not furnished to the Company, the Transaction Committee or the Board and are not an opinion as to the fairness to the Company or its shareholders of the transaction or the consideration to be paid in the Merger. The Perella Weinberg Materials do not constitute a recommendation to the Company or its shareholders with respect to the Merger, or as to how any shareholder should vote with respect to the Merger or any other matter, and should not be relied on as the basis for any investment decision. In addition, the financial analyses and observations reflected in the Perella Weinberg Partners Materials should not be viewed as a factor considered by the Company, the Board, the Transaction Committee, the Company’s management, Tadano or any other person with respect to the fairness of any consideration (including, without limitation, the Merger consideration of $5.80 per share of Common Stock), the Merger Agreement and the transactions contemplated thereby, including the Merger or otherwise.

Perella Weinberg Partners has not made any representation or warranty, express or implied, to any person regarding the accuracy or completeness of any of the information contained in the Perella Weinberg Partners Materials and any liability therefor to third parties (including in respect of direct, indirect or consequential loss or damages) is expressly disclaimed. Any valuations, estimates or projections contained in the Perella Weinberg Partners Materials were derived from public sources or information provided by management of the Company and Tadano, which may or may not be correct.

For purposes of preparing the Perella Weinberg Partners Materials, Perella Weinberg Partners assumed and relied upon, without assuming any responsibility for independent verification of, the accuracy and completeness of all of the financial, accounting, legal, tax, regulatory and other information provided to, discussed with or reviewed by it (including information that was available from public sources) and has further relied upon the assurances of management of Tadano that they are not aware of any facts or circumstances that would make such information inaccurate or misleading in any material respect. In particular, management of the Company provided Tadano with the Initial Company Management Projections described in the Section entitled “Proposal 1: The Merger—Certain Unaudited Company Forecasts—Company Management Projections” beginning on page 66 and, based upon the Initial Company Management Projections, management of Tadano prepared and provided Perella Weinberg Partners with the Tadano Adjusted Projections described in the section entitled “Proposal 1: The Merger—Certain Unaudited Company Forecasts—Tadano Adjusted Projections”. Perella Weinberg Partners did not rely upon the Initial Company Management Projections for purposes of preparing the Perella Weinberg Partners Materials. With respect to the Tadano Adjusted Projections, Perella Weinberg Partners was advised by the management of Tadano and assumed with Tadano’s consent, that the Tadano Adjusted Projections had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Tadano as to the future financial performance of the Company and the other matters covered thereby. Perella Weinberg Partners expressed no view as to the reasonableness of the Tadano Adjusted Projections or the Initial Company Management Projections or the assumptions on which they were based. Tadano did not provide the Tadano Adjusted Projections to the Company, the Board, the Transaction Committee or any of their respective advisors. Perella Weinberg Partners did not receive the Updated Company Management Projections described in the Section entitled “Proposal 1: The Merger—Certain Unaudited Company Forecasts—Company Management Projections” beginning on page 66.

In preparing the Perella Weinberg Partners Materials, Perella Weinberg Partners did not make and was not provided with any independent valuation or appraisal of the assets or liabilities (including any contingent,

 

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derivative or off-balance-sheet assets or liabilities) of the Company, or any of its subsidiaries. Perella Weinberg Partners did not assume any obligation to conduct, nor did it conduct, any physical inspection of the properties or facilities of the Company or any other party. In addition, Perella Weinberg Partners did not evaluate the solvency of any party to the Merger Agreement, or the impact of the Merger thereon, including under any applicable laws relating to bankruptcy, insolvency or similar matters.

In preparing certain analyses, Perella Weinberg Partners utilized Wall Street research analyst forecasts for the Company and certain other companies, as well as certain internal forecasts prepared by management of the Company and management of Tadano including the Initial Company Management Projections and the Tadano Adjusted Projections. In preparing its materials, Perella Weinberg Partners expressed no view as to the reasonableness of such forecasts or the assumptions on which they are based.

The Perella Weinberg Partners Materials were necessarily based upon financial, economic, market, monetary and other conditions as in effect on, and the information made available to it as of, their respective dates. It should be understood that subsequent developments may affect the Perella Weinberg Partners Materials and the assumptions used in preparing them, and Perella Weinberg Partners does not have any obligation to update, revise, or reaffirm the Perella Weinberg Partners Materials. Perella Weinberg Partners expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting the Perella Weinberg Partners Materials of which it becomes aware after any such date.

For purposes of the Perella Weinberg Partners analyses described below, “EBITDA” means earnings before interest, taxes, depreciation and amortization, adjusted for non-recurring items and burdened by stock-based compensation expense (“SBC”).

July 31 Materials

The following is a summary of the material information and analyses contained in the July 31 Materials. Neither the following summary, nor any of the summaries of the Perella Weinberg Partners Materials described elsewhere in this proxy statement, however, purports to be a complete description of the information and analyses contained in the related Perella Weinberg Partners Materials.

On July 31, 2024, representatives of Perella Weinberg Partners, provided Tadano management with the July 31 Materials. The July 31 Materials contained preliminary valuation analyses of the Company based solely on publicly available historical financial information for the Company, Wall Street equity research analyst estimates for the Company and then-current publicly available market information, including, among other things, (i) an illustrative comparable company analysis, (ii) an illustrative selected precedent transactions analysis, (iii) an illustrative discounted cash flow analysis, and (iv) an overview of certain trading data for the Company.

Summary of September 5 Materials

The following is a summary of the material information and analyses contained in the September 5 Materials. Neither the following summary, nor any of the summaries of the Perella Weinberg Partners Materials described elsewhere in this proxy statement, however, purports to be a complete description of the information and analyses contained in the related Perella Weinberg Partners Materials. Some of the summaries of the financial analyses in the September 5 Materials include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Perella Weinberg Partners’ analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 3, 2024 and is not necessarily indicative of current market conditions.

For purposes of the analyses in the September 5 Materials, Perella Weinberg Partners reduced the aggregate valuation of the Company by the value of the 30% non-controlling interest in Rabern that is held by a third party, which Perella Weinberg Partners valued on a market basis by applying an illustrative 6.5x multiple to the Company’s estimated calendar year 2025 EBITDA for Rabern based on the Tadano Adjusted Projections.

 

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Comparable Company Analysis

Perella Weinberg Partners reviewed and compared certain financial information for the Company with corresponding financial information, ratios and public market multiples for the following (i) ten publicly traded companies in the equipment manufacturing industry (the “Manufacturing Peers”) and (ii) four publicly traded companies in the equipment rental industry (the “Rental Peers” and, together with the Manufacturing Peers, the “Selected Publicly Traded Companies”):

 

Manufacturing Peers   Rental Peers

Alamo Group Inc.

  Ashtead Group plc

Astec Industries, Inc.

  Custom Truck One Source, Inc.

Cargotec OYJ

  Herc Holdings Inc.

Hyster-Yale Materials Handling, Inc.

  United Rentals, Inc.

Konecranes PLC

 

Miller Industries, Inc.

 

Palfinger AG

 

Tadano

 

Terex Corporation

 

The Manitowoc Company, Inc.

 

Although none of the Selected Publicly Traded Companies are a perfect comparable business to the Company, Perella Weinberg Partners selected these companies because they had publicly traded equity securities and were deemed to be similar to the Company in one or more respects. Perella Weinberg Partners selected the companies used in the analysis on the basis of its experience and knowledge of companies in the industry and various other factors.

With respect to the Company and each of the Selected Publicly Traded Companies, Perella Weinberg Partners calculated and reviewed (a) enterprise value (“EV”) as of September 3, 2024 as a multiple of estimated calendar year 2024 EBITDA (“CY2024E EBITDA”) and estimated calendar year 2025 EBITDA (“CY2025E EBITDA”) and (b) the average of enterprise value as a multiple of estimated next twelve months EBITDA (“NTM EBITDA”) for the ten-year, five-year, and three-year periods ended September 3, 2024 (which is referred to in the table below as “L10Y,” “L5Y,” “L3Y” respectively), in each case based on company filings for historical information and consensus third party research estimates from FactSet forecasted information. The results of certain aspects of Perella Weinberg Partners’ analysis are summarized in the following table:

 

   

EV/
CY2024E
EBITDA

 

EV/
CY2025E
EBITDA

 

Average L10Y
EV/NTM
EBITDA

 

Average L5Y
EV/NTM
EBITDA

 

Average L3Y
EV/NTM
EBITDA

Manufacturing Peers

         

Mean

  7.2x   6.8x   8.5x   8.4x   7.6x

Median

  6.3x   6.0x   8.3x   7.6x   6.7x

Rental Peers

         

Mean

  7.4x   6.9x   6.8x   7.2x   7.3x

Median

  7.6x   7.1x   6.8x   7.4x   7.5x

The Company

  6.0x   6.4x   10.1x   10.3x   9.5x

Based on the multiples calculated above, Perella Weinberg Partners’ analyses of the Selected Publicly Traded Companies and on professional judgements made by Perella Weinberg Partners, Perella Weinberg Partners selected a representative range of multiples of 6.0x – 7.0x and applied such range to (a) the Company’s CY2025E EBITDA, to derive a range of estimated implied values of approximately $3.82 to $5.35 per share of the Common Stock, (b) to the Company’s CY2025E EBITDA including $3,000,000 of run rate public company savings identified by Tadano management (the “Estimated Public Company Savings”), to derive a range of estimated implied values of approximately $4.55 to $6.22 per share of Common Stock and (c) to the Company’s CY2025E EBITDA including both the Estimated Public Company Savings and $2,000,000 of incremental

 

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preliminary run rate cost synergies identified by Tadano management (the “Estimated Synergies”), to derive a range of implied values of approximately $5.03 to $6.79 per share of Common Stock, in each case based on the Tadano Adjusted Projections.

Perella Weinberg Partners compared these ranges of estimated implied value per share of Common Stock to (a) the $6.25 to $6.50 range of value per share of Common Stock set forth in Tadano’s initial proposal submitted to the Board on July 24, 2024 (the “Tadano July 24 Offer”) and (b) $3.82, the closing price of the Common Stock on September 3, 2024.

Selected Precedent Transaction Analysis

Using publicly available information, Perella Weinberg Partners reviewed the financial terms of the following selected precedent transactions involving (i) companies that operated in, or were exposed to, the equipment manufacturing industry (the “Manufacturing Selected Precedent Transactions”) and (ii) companies that operated in, or were exposed to, the equipment rental industry (the “Rental Selected Precedent Transactions” and, together with the Manufacturing Selected Precedent Transactions, the “Selected Precedent Transactions”):

Manufacturing Selected Precedent Transactions:

 

Transaction Announcement

  

Target

  

Acquirer

July 2024

   Dover Corporation- Environmental Solutions Group    Terex Corporation

May 2023

   JBT Corporation - AeroTech Business    Oshkosh Corporation

April 2021

   Custom Truck One Source, Inc.    Nesco Holdings, Inc.

December 2020

   Nesco Holdings, Inc.    Platinum Equity

December 2019

   MHE-Demag    Konecranes PLC

February 2019

   Terex Corporation – Demag Crane Business    Tadano

June 2017

   Wirtgen Group    Deere & Company

May 2016

   Terex Corporation- Material Handling & Port Solutions segment    Konecranes PLC

Rental Selected Precedent Transactions:

 

Transaction Announcement

  

Target

  

Acquirer

March 2024

   Yak Access, LLC    United Rentals, Inc.

November 2022

   Ahern Rentals, Inc.    United Rentals, Inc.

November 2019

   Cramo Plc    Boels Topholding B.V.

June 2019

   Ramirent Plc    Loxam SAS

September 2018

   Blue Line Rental    United Rentals, Inc.

Perella Weinberg Partners selected these transactions in the exercise of its professional judgment and experience because Perella Weinberg Partners deemed them to be most relevant.

For each of the Selected Precedent Transactions, Perella Weinberg Partners calculated and compared the resulting enterprise value in the transaction as a multiple of last twelve months EBITDA (“LTM EBITDA”) publicly reported prior to the announcement of the transaction (“EV / LTM EBITDA”). Perella Weinberg Partners noted that the median and mean EV / LTM EBITDA multiples for the Manufacturing Selected Precedent Transactions were 9.3x and 9.6x, respectively, and that the median and mean EV / LTM EBITDA multiples for the Rental Selected Precedent Transactions were 5.7x and 6.0x, respectively.

 

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Based on the multiples of enterprise value to LTM EBITDA described above, Perella Weinberg Partners’ analyses of the various Selected Precedent Transactions and on professional judgments made by Perella Weinberg Partners with respect to, among other things, the financial performance and competitive positioning of the Company and the target companies in the Selected Precedent Transactions, Perella Weinberg Partners applied a range of multiples of 7.5x to 8.5x (a) to the Company’s 2024E EBITDA to derive a range of estimated implied values of approximately $5.34 to $6.76 per share of Common Stock, (b) the Company’s 2024E EBITDA including the Estimated Public Company Savings, to derive a range of estimated implied values of approximately $6.28 to $7.84 per share of Common Stock and (c) the Company’s 2024E EBITDA, including the Estimated Public Company Savings and Estimated Synergies to derive a range of implied values of approximately $6.91 to $8.56 per share of Common Stock, in each case based on the Tadano Adjusted Projections.

Perella Weinberg Partners compared these ranges of estimated implied value per share of Common Stock to (a) the $6.25 to $6.50 range of value per share of Common Stock set forth in the Tadano July 24 Offer and (b) $3.82, the closing price of the Common Stock on September 3, 2024.

Although the Selected Precedent Transactions were used for comparison purposes, none of the Selected Transactions nor the companies involved in them were either a perfect comparable business or directly comparable to the Merger or the Company.

Discounted Cash Flow Analysis

Perella Weinberg Partners conducted separate discounted cash flow analyses based on (i) the Tadano Adjusted Projections excluding the Estimated Public Company Savings and the Estimated Synergies (the “Status Quo Case”), (ii) the Tadano Adjusted Projections including the Estimated Public Company Savings (the “Public Company Savings Case”) and (ii) the Tadano Adjusted Projections including the Estimated Public Company Savings and the Estimated Synergies (the “Synergies and Public Company Savings Case”) for the Company to derive ranges of implied enterprise value of the Company by:

 

   

calculating the present value as of December 31, 2024 of the estimated standalone free cash flows (calculated as EBITDA, less cash taxes, minus changes in net working capital, minus capital expenditures) that the Company is expected to generate for the calendar years 2025 through 2028, using discount rates ranging from 11.75% to 12.50%; and

 

   

calculating the present value as of December 31, 2024 of the terminal value of the Company at the end of calendar year 2028 using terminal exit multiples ranging from 6.5x-7.5x and discount rates ranging from 11.75% to 12.50%.

Perella Weinberg Partners estimated the range of exit multiples utilizing its professional judgment and experience, taking into account current trading multiples and long-term valuation trends and multiples, as well as the Company’s current position in the market relative to the Selected Publicly Traded Companies.

Perella Weinberg Partners derived the foregoing range of discount rates by the application of the capital asset pricing model, which takes into account certain company-specific metrics, including the Company’s target capital structure, the cost of long-term debt, forecasted tax rate and an unlevered beta as estimated with reference to the Selected Publicly Traded Companies’ 2-Year Weekly Bloomberg Betas and on professional judgments made by Perella Weinberg Partners, as well as certain financial metrics for the United States financial markets generally.

From the range of implied enterprise values, Perella Weinberg Partners derived a range of implied values per share of Common Stock by subtracting approximately $110 million of net debt, debt-like items, and non-controlling interest and dividing the implied equity value by the approximately 20,670,630 fully diluted shares of Common Stock outstanding, based on information provided by Company management. For purposes of this analysis, stock-based compensation was not added back to unlevered free cash flow. This analysis resulted (i) a range of estimated implied value per share of Common Stock of $4.95 to $6.49 in the Status Quo Case, (ii) a

 

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range of estimated implied value per share of Common Stock of $5.87 to $7.53 in the Public Company Savings Case and (iii) a range of estimated implied value per share of the Common Stock of $6.48 to $8.23 in the Synergies and Public Company Savings Case.

Perella Weinberg Partners compared these ranges of estimated implied value per share of Common Stock to (a) the $6.25 to $6.50 range of value per share of Common Stock set forth in the Tadano July 24 Offer and (b) $3.82, the closing price of the Common Stock on September 3, 2024.

52-Week Trading Range.

For reference purposes only, Perella Weinberg Partners reviewed the 52-week trading range of the Common Stock for the period ended September 3, 2024, which indicated low to high closing prices per share of Common Stock during such period of $3.07 to $9.16.

Selected Historical U.S M&A Premia Analysis and Analysis at Various Prices.

Perella Weinberg Partners reviewed and analyzed the average acquisition premia for all transactions involving the acquisition of United States public companies with transaction values between $200M and $500M over both the five- and ten-year periods prior to September 3, 2024, excluding mergers of equals and majority stake transactions, using publicly available sources. Announced premia were calculated relative to (i) the target’s unaffected closing share price prior to announcement of the applicable transaction (the “Unaffected Price”), (ii) the volume-weighted average price for the 30 calendar days ending on the date of the Unaffected Price of the applicable transaction (“30-Day VWAP”), (iii) the volume-weighted average price for the 60 calendar days ending on the date of the Unaffected Price of the applicable transaction (“60-Day VWAP”) and (iv) the volume-weighted average price for the 90 calendar days ending on the date of the Unaffected Price of the applicable transaction (“90-Day VWAP”) . The following table summarizes the results of this analysis:

 

Key Metric

   L5Y     L10Y  

Unaffected Price

     48     41

30-Day VWAP

     49     42

60-Day VWAP

     47     42

90-Day VWAP

     45     42

Perella Weinberg Partners then calculated the premia implied by a range of potential offer prices of $5.00 to $7.00 per share of Common Stock relative to the $3.82 closing price of the Common Stock as of September 3, 2023, the $4.07 30-Day VWAP of the Common Stock, the $4.32 60-Day VWAP of the Common Stock and the $5.25 90-Day VWAP of the Common Stock and the $9.16 52-week high trading price of the Common Stock, in each case as of September 3, 2024, which resulted in the ranges of premia described in the following table:

 

     Premium (Discount) to Price of Common Stock  
     $5.00     $7.00  

Unaffected Price

     31     83

30-Day VWAP

     23     72

60-Day VWAP

     16     62

90-Day VWAP

     (5 %)      33

52-Week High

     (45 %)      (24 %) 

 

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General

The Perella Weinberg Partners Materials were prepared solely to assist Tadano in determining whether to make a proposal to acquire all of the outstanding shares of Common Stock not already owned by Tadano and what the terms of any proposal might be, and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold, which are inherently subject to uncertainty.

Perella Weinberg Partners’ analyses took into account numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Perella Weinberg Partners, the Purchaser Filing Persons or the Company. Analyses based on estimates or forecasts of future results are not necessarily indicative of actual past or future values or results, which may be significantly more or less favorable than suggested by such analyses. Because such analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the Purchaser Filing Persons, the Company or their respective advisors, Perella Weinberg Partners does not assume responsibility if future results or actual values are materially different from these forecasts or assumptions.

The terms of the Merger under the Merger Agreement were determined through negotiations between Tadano and the Transaction Committee and their respective representatives. Although Perella Weinberg Partners provided advice to Tadano during the course of these negotiations, any decision to make the proposal or enter into the Merger Agreement was solely that of Tadano. Perella Weinberg Partners’ advice was only one of a number of factors taken into consideration by Tadano in making its determination to approve the transaction.

Tadano selected Perella Weinberg Partners as its exclusive financial advisor in connection with the Merger based on Perella Weinberg Partners’ qualifications, expertise, reputation and experience. Pursuant to an engagement letter between Tadano and Perella Weinberg Partners, dated July 23, 2024, Perella Weinberg Partners is entitled to receive a success fee of $3,500,000 upon the consummation of the Merger and a discretionary fee to be determined by Tadano of up to $1,000,000. Perella Weinberg Partners will also be entitled to receive a termination fee equal to a portion of any compensation Tadano may receive as a result of any termination of the Merger Agreement. Tadano has also agreed to reimburse Perella Weinberg Partners for fees and disbursements of Perella Weinberg Partners’ counsel and all of Perella Weinberg Partners’ reasonable travel and other out-of-pocket expenses incurred in connection with the Merger or otherwise arising out of the retention of Perella Weinberg Partners under the engagement letter. Tadano also agreed to indemnify Perella Weinberg Partners and certain related persons to the fullest extent lawful against certain liabilities, including certain liabilities under the federal securities laws arising out of its engagement or the Merger.

Except in connection with Perella Weinberg Partners’ engagement as financial advisor to Tadano in connection with the Merger, during the two-year period prior to the delivery of the Perella Weinberg Partners Materials, no investment banking relationship existed between Perella Weinberg Partners and its affiliates and Tadano or the Company pursuant to which compensation was received by Perella Weinberg Partners or its affiliates.

Perella Weinberg Partners and its affiliates may in the future provide investment banking and other financial services to Tadano, the Company and their respective affiliates and in the future may receive compensation for the rendering of such services. In the ordinary course of its business activities, Perella Weinberg Partners or its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers or clients, in (i) debt or equity or other securities (or related derivative securities) or financial instruments (including bank loans or other obligations) of Tadano, the Company or any of their respective affiliates and (ii) any currency or commodity that may be material to the parties or otherwise involved in the Merger.

 

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Certain Unaudited Company Forecasts

Company Management Projections

Other than in connection with its regular earnings press releases and related investor materials, the Company does not, as a matter of course, make public projections as to its long-term future financial performance, given, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates, including the difficulty of predicting general economic and market conditions. However, the Company’s management prepares projections as to its future financial performance for internal use.

In connection with its evaluation of the Merger, the Company’s management prepared projections regarding the operations of the Company on a standalone basis without giving effect to the Merger for the fiscal years ended December 31, 2024 through December 31, 2028, including initial projections prepared in October 2023 (the “Initial Company Management Projections”) and updated projections prepared in August 2024 (the “Updated Company Management Projections” and, together with the Initial Company Management Projections, the “Company Management Projections”). As described in the section of this proxy statement entitled “Proposal 1: The Merger—Background of the Merger,” the Company Management Projections were provided to the Transaction Committee to assist in its decision-making process in determining whether to authorize and approve the execution of the Merger Agreement, and whether to recommend that Company shareholders adopt the Merger Agreement, as described in the section of this proxy statement entitled “Proposal 1: The Merger—Reasons for the Merger; Recommendation of the Company’s Board of Directors.” The Company Management Projections also were provided to BGL for its use and reliance in connection with its opinion to the Board and the financial analyses contained in contained in the September 11, 2024 financial presentation and related opinion described in the section of this proxy statement entitled “Proposal 1: The Merger—Opinion of Brown Gibbons Lang & Company.” The Initial Company Management Projections were provided to Tadano for its evaluation of the Merger. The Updated Company Management Projections were not provided to Tadano. The Company Management Projections were prepared for internal use only and not for public disclosure. Although the information in the Company Management Projections is presented with specificity, it reflects various estimates and assumptions made by the Company’s management with respect to OEM and rental equipment industry performance, general business, economic, regulatory, market and financial conditions, the financing of future growth and development projects, and other future events, as well as matters specific to the Company’s business, in each case as of the date on which it was prepared, all of which are difficult or impossible to predict and many of which are beyond the Company’s control.

The table below summarizes the Initial Company Management Projections:

 

     Historical     TTM     Budget     Projected  
($ in thousands)    2021PF     2022PF     2023     Jun-24     2024P     2025P     2026P     2027P     2028P  

Sales

   $ 232,994     $ 279,377     $ 291,389     $ 299,560     $ 309,050     $ 346,519     $ 382,922     $ 414,409     $ 442,067  

Growth - %

     24.3     19.9     4.3     n/a       6.1     12.1     10.5     8.2     6.7

Cost of Sales

     186,520       226,594       229,190       232,510       237,145       258,002       284,124       305,801       324,060  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit

   $ 46,475     $ 52,783     $ 62,199     $ 67,050     $ 71,904     $ 88,517     $ 98,798     $ 108,608     $ 118,008  

Gross Profit Margin -%

     19.9     18.9     21.3     22.4     23.3     25.5     25.8     26.2     26.7
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating Expenses

   $ 36,593     $ 39,684     $ 43,536     $ 45,029     $ 47,146     $ 51,743     $ 56,205     $ 60,712     $ 64,878  

Operating Expenses - % of Sales

     15.7     14.2     14.9     15.0     15.3     14.9     14.7     14.7     14.7

Operating Income

   $ 9,881     $ 13,100     $ 18,662     $ 22,021     $ 24,758     $ 36,774     $ 42,592     $ 47,896     $ 53,130  

(+): Depreciation and Amortization

     5,397       9,408       11,399       10,945       10,960       12,474       12,640       13,488       13,674  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 15,278     $ 22,507     $ 30,061     $ 32,965     $ 35,718     $ 49,248     $ 55,232     $ 61,384     $ 66,804  

Adjusted EBITDA Margin - %

     6.6     8.1     10.3     11.0     11.6     14.2     14.4     14.8     15.1

 

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The table below summarizes the Updated Company Management Projections:

 

     Historical     TTM     Budget     Projected  
($ in thousands)    2021PF     2022PF     2023     Jun-24     2024P     2025P     2026P     2027P     2028P  

Sales

   $ 232,994     $ 279,377     $ 291,389     $ 299,560     $ 309,050     $ 324,502     $ 397,600     $ 421,747     $ 442,067  

Growth - %

     24.3 %       19.9 %       4.3 %       n/a       6.1 %       5.0 %       22.5 %       6.1 %       4.8

Cost of Sales

     186,520       226,594       229,190       232,510       237,145       241,609       295,015       311,303       324,060  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit

   $ 46,475     $ 52,783     $ 62,199     $ 67,050     $ 71,904     $ 82,893     $ 102,585     $ 110,445     $ 118,008  

Gross Profit Margin - %

     19.9 %       18.9 %       21.3 %       22.4 %       23.3 %       25.5 %       25.8 %       26.2 %       26.7
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating Expenses

   $ 36,593     $ 39,684     $ 43,536     $ 45,029     $ 47,146     $ 51,743     $ 56,205     $ 60,712     $ 64,878  

Operating Expenses - % of Sales

     15.7 %       14.2 %       14.9 %       15.0 %       15.3 %       15.9 %       14.1 %       14.4 %       14.7

Operating Income

   $ 9,881     $ 13,100     $ 18,662     $ 22,021     $ 24,758     $ 31,150     $ 46,379     $ 49,733     $ 53,130  

(+): Depreciation and Amortization

     5,397       9,408       11,399       10,945       10,960       12,474       12,640       13,488       13,674  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 15,278     $ 22,507     $ 30,061     $ 32,965     $ 35,718     $ 43,624     $ 59,019     $ 63,221     $ 66,804  

Adjusted EBITDA Margin - %

     6.6 %       8.1 %       10.3 %       11.0 %       11.6 %       13.4 %       14.8 %       15.0 %       15.1

The Company Management Projections set forth above were not prepared with a view towards public disclosure or complying with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. In addition, the Company Management Projections include Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP financial measures. The Company included such measures in the Company Management Projections because they believed such measures may be useful in evaluating, on a prospective basis, the potential operating performance of the Company.

Company management historically has used Consolidated Adjusted EBITDA when evaluating operating performance because the Company believes that it is useful in assessing the Company’s operating results, capital expenditure and working capital requirements and the ongoing performance of its underlying businesses. Management also believes that Adjusted EBITDA is a measure that is widely used for evaluating operating performance of companies in the Company’s industry and a principal basis for valuing such companies as well. Adjusted EBITDA was used solely as a valuation metric and is not included in the Company’s financial statements. Adjusted EBITDA and Adjusted EBITDA Margin should not be construed as alternatives to GAAP net income as an indicator of the Company’s financial performance. In addition, Adjusted EBITDA and Adjusted EBITDA Margin as used by the Company may not be defined in the same manner as other companies in our industry, and, as a result, may not be comparable to similarly titled non-GAAP financial measures of other companies. Financial measures provided to a financial advisor are excluded from the definition of non-GAAP financial measures and, therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Financial measures provided to a financial advisor are excluded from the definition of non-GAAP financial measures and, therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure.

The Company Management Projections included in this section of the proxy statement have been prepared by, and are the responsibility of, the Company’s management. Neither the Company’s independent auditors, Tadano’s independent auditors nor any other independent accountants have audited, reviewed, examined, compiled nor performed any procedures with respect to the Company Management Projections, nor have they expressed an opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. The reports of Grant Thornton LLP included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 relate solely to the historical financial information of the Company and to an assessment of the Company’s internal controls over financial reporting. Such reports do not extend to the Company Management Projections and should not be read to do so.

 

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Although the Company Management Projections reflect numerous assumptions and estimates as to future events, including those summarized above, of the Company’s management that it believed in good faith were reasonable, such assumptions and estimates are subject to significant uncertainties as described below and elsewhere in this proxy statement. While presented with numerical specificity, the Company Management Projections reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. The Company’s ability to achieve the financial results contemplated by the Company Management Projections will be affected by its ability to achieve its strategic goals, objectives and targets over the applicable periods, and will be subject to operational and execution risks associated therewith. The Company Management Projections reflect assumptions as to certain business decisions that are subject to change. The Company Management Projections also incorporate numerous assumptions about various business and economic conditions that are outside the Company’s control, including that the Company would be able to access adequate capital through privately negotiated financing arrangements, the public markets or other sources of financing on terms that are acceptable to the Company. Important factors that may affect actual results and cause the Company Management Projections not to be achieved include, among others, the matters described in this proxy statement in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

The Company Management Projections are forward-looking statements that are inherently subject to significant uncertainties and contingencies, all of which are difficult to predict, and many of which are outside the Company’s control. As a result, there can be no assurance that any of the Company Management Projections will be realized, and actual results may be materially better or worse than those contained in the Company Management Projections. The Company Management Projections described in this section of the proxy statement may differ from publicized analyst estimates and forecasts. You should evaluate the Company Management Projections, if at all, in conjunction with the Company’s historical financial statements and other information regarding the Company contained in its public filings with the SEC. The Company Management Projections may not be consistent with the Company’s historical operating data as a result of the assumptions and estimates summarized above. The Company Management Projections were prepared prior to the execution of the Merger Agreement and have not been updated to reflect any changes after the date they were prepared. Except to the extent required by applicable federal securities laws, the Company does not intend to update or otherwise revise the Company Management Projections to reflect circumstances existing after the date on which such information was prepared or to reflect the occurrence of future events.

The Company Management Projections reflect estimates and judgments and are susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Company Management Projections cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The Company Management Projections are not, and should not be considered to be, a guarantee of future operating results. The Company Management Projections should not be regarded as an indication that the Company’s management, the Transaction Committee, the Board or any of their respective advisors or representatives, or any other person, considered or now considers the Company Management Projections to be necessarily predictive of actual future results. Further, the Company Management Projections are not fact and should not be relied upon as necessarily predictive of the Company’s actual future results or for purposes of making any investment decision.

Certain financial measures included in the Company Management Projections are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures included in the Company Management Projections provided to the Transaction Committee, the Board and BGL in connection with the Merger are excluded from the definition

 

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of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Company Management Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Transaction Committee, the Board or BGL. Accordingly, no reconciliation of the financial measures included in the Company Management Projections is provided in this proxy statement.

The Company Management Projections constitute forward-looking statements. By including the Company Management Projections in this proxy statement, none of the Company, the Transaction Committee, the Board or any of their respective advisors or representatives, or any other person, has made or makes any representation to any person regarding the Company’s ultimate performance as compared to the information contained in the Company Management Projections. The inclusion of the Company Management Projections should not be regarded as an indication that the Company, the Transaction Committee, the Board or any of their respective advisors or representatives, or any other recipient of the Company Management Projections, considered, or now considers, the Company Management Projections to be necessarily predictive of the Company’s performance or actual future results. For information on factors that may cause our future results to materially vary, see the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.” Further, the inclusion of the Company Management Projections in this proxy statement does not constitute an admission or representation by the Company that the information presented is material. The Company Management Projections have been included in this proxy statement solely to give the Company’s shareholders access to certain information that was made available to the Transaction Committee, the Board, BGL, Tadano and Perella Weinberg Partners. The Company Management Projections are not included in this proxy statement in order to influence any shareholder of the Company as to how to vote at the special meeting with respect to the proposal to approve the Merger Agreement.

IN LIGHT OF THE FOREGOING FACTORS AND THE UNCERTAINTIES INHERENT IN THE COMPANY MANAGEMENT PROJECTIONS, THE COMPANY’S SHAREHOLDERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE COMPANY MANAGEMENT PROJECTIONS.

Tadano Adjusted Projections

Tadano does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. However, in connection with Tadano’s evaluation of the Merger, the Initial Company Management Projections were provided to Tadano and were adjusted by the management of Tadano based on the best currently available estimates and good faith judgments of the management of Tadano as to the future financial performance of the Company (such adjusted projections, the “Tadano Adjusted Projections”) for use by Tadano in connection with its evaluation of the Merger and for use by Perella Weinberg Partners in connection with its financial analysis as described under the section entitled “Proposal 1: The Merger—Consultation with Perella Weinberg Partners, Financial Advisor to Tadano.” A summary of the Tadano Adjusted Projections is set forth below.

The Tadano Adjusted Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain and many of which will be beyond the Company’s (and following the completion of the Merger, Tadano’s) control. Because the Tadano Adjusted Projections cover multiple years, by its nature, this information becomes subject to greater uncertainty with each successive year. The assumptions upon which the Tadano Adjusted Projections were based necessarily involve judgments with respect to, among other things, potential post-acquisition synergies, government spending and fluctuations in the construction industry, market demand and potential competition, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s or Tadano’s control. The Tadano Adjusted Projections also reflect assumptions as to certain business decisions and transactions that are subject to change and may not occur, at all or on the terms assumed. Important factors that may affect actual results and

 

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result in the Tadano Adjusted Projections not being achieved include, but are not limited to: (i) fluctuations in the construction industry; (ii) access to sufficient capital; (iii) the impact of competition; (iv) the effect of regulatory actions; (v) the effect of global economic conditions; (vi) changes in applicable laws, rules and regulations; and (vii) other risk factors described in the Company’s Annual Report on Form 10-K for fiscal year 2023, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Information.” In addition, the Tadano Adjusted Projections may be affected by the Company’s ability to achieve strategic goals, objectives and targets over the applicable period.

The Tadano Adjusted Projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comport with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information or generally accepted accounting principles. The summary of the Tadano Adjusted Projections is not being included in this proxy statement to influence a shareholder’s decision regarding whether to vote in favor of the Merger but rather because the Tadano Adjusted Projections represent an assessment by Tadano’s management of future performance and cash flows that was used in the financial analyses of Perella Weinberg Partners described in the section entitled “Proposal 1: The Merger—Consultation with Perella Weinberg Partners, Financial Advisor to Tadano”.

The Tadano Adjusted Projections set forth below do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the Merger and transaction-related expenses. The Tadano Adjusted Projections also do not take into account the effect of any failure of the Merger to close and should not be viewed as accurate or continuing in that context.

The inclusion of the Tadano Adjusted Projections in this proxy statement should not be regarded as an indication that Purchaser Filing Persons or the Company or any of their respective affiliates, advisors or representatives considered or consider the Tadano Adjusted Projections to be predictive of actual future events, and the Tadano Adjusted Projections should not be relied on as such. Neither the Purchaser Filing Persons, the Company, nor any of their respective affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ from these Tadano Adjusted Projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the Tadano Adjusted Projections to reflect circumstances existing after the date such Tadano Adjusted Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Tadano Adjusted Projections are shown to be in error or no longer appropriate. Neither the Purchaser Filing Persons nor the Company intends to make publicly available any update or other revision to the Tadano Adjusted Projections except as required by law. Neither the Purchaser Filing Persons nor the Company nor any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any shareholder or other investor regarding the ultimate performance of the Company compared to the information contained in the Tadano Adjusted Projections or that projected results will be achieved.

The Minority Shareholders are cautioned not to place undue, if any, reliance on the Tadano Adjusted Projections included in this proxy statement.

The Tadano Adjusted Projections include EBITDA and Adjusted EBITDA, which are “non-GAAP financial measures” and which are financial performance measures that are not calculated in accordance with GAAP. Non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to a board of directors or financial advisors in connection with a

 

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proposed business combination transaction such as the Merger if the disclosure is included in a document such as this proxy statement to comply with requirements under state laws, including case law. In addition, reconciliations of non-GAAP financial measures to GAAP financial measures were not provided to or relied upon by Tadano in connection with their consideration of the Merger or Perella Weinberg Partners for purposes of its financial analysis. Accordingly, Tadano has not provided a reconciliation of the financial measures included in the Tadano Adjusted Projections to the relevant GAAP financial measures.

Subject to the foregoing qualifications, the following is a summary of the Tadano Adjusted Projections:

 

($ in millions)    Tadano Adjusted Projections  
     2024      2025      2026      2027      2028  

Sales

   $ 297      $ 317      $ 338      $ 355      $ 370  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted Operating Income (1)

   $ 20      $ 22      $ 25      $ 27      $ 29  

(+): Depreciation and Amortization

   $ 11      $ 11      $ 11      $ 12      $ 13  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA (2)

   $ 31      $ 33      $ 37      $ 40      $ 42  

EBITDA (3)

   $ 29      $ 32      $ 35      $ 38      $ 40  

 

(1)

Adjusted Operating Income means operating income adjusted for non-recurring items and unburdened by stock-based compensation expense.

(2)

Adjusted EBITDA means earnings before interest, taxes, depreciation and amortization, adjusted for non-recurring items and unburdened by stock-based compensation expense.

(3)

EBITDA means earnings before interest, taxes, depreciation and amortization, adjusted for non-recurring items and burdened by stock-based compensation expense.

Financing of the Merger

The obligations of Tadano and Merger Sub to complete the Merger are not contingent upon the receipt of any financing. Tadano estimates that the total funds necessary to complete the Merger will be approximately $    million including estimated transaction fees and expenses. Tadano expects these amounts to be funded via its own cash reserves and external debt financing.

Closing and Effective Time of the Merger

The closing of the Merger is scheduled to occur at 7:00 a.m. (Michigan time) on the third business day following the satisfaction or waiver of the conditions set forth in the Merger Agreement (described in the section of this proxy statement entitled “The Merger Agreement—Conditions to the Merger”) (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver, to the extent waivable under applicable law and the Merger Agreement, of those conditions), or at such other date, time and place (or by means of remote communication) as the Company and Tadano may agree. We currently expect the closing to occur in the first quarter of 2025.

On the closing date, the Company and Tadano will cause a certificate of merger relating to the Merger to be executed, acknowledged and filed with the Michigan Department of Licensing and Regulatory Affairs. The Merger will become effective at the date and time specified in such certificate of merger.

Payment of Merger Consideration and Surrender of Stock Certificates

As soon as possible after the effective time (and in any event within three business days thereafter), each holder of record of a stock certificate representing shares of common stock that is entitled to receive the per share merger consideration will be sent a letter of transmittal and instructions describing how such record holder may surrender his, her or its stock certificates representing shares of our common stock (or affidavits of loss in lieu thereof) in exchange for the per share merger consideration.

 

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You should not return your stock certificates with the enclosed proxy card.

If you have lost a stock certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the per share merger consideration, you will have to make an affidavit of the loss, theft or destruction of such stock certificate, and post a bond in such customary amount and upon such terms as may be reasonably required by Tadano as indemnity against any claim that may be made against it, Merger Sub or the surviving corporation with respect to such lost, stolen or destroyed stock certificate. These procedures will be described in the letter of transmittal and instructions that you will receive, which you should read carefully and in their entirety. As soon as possible after the effective time (and in any event within three business days thereafter), each holder of record of a book-entry share not held through the Depository Trust Company that is entitled to receive the per share merger consideration will be sent a letter of transmittal and instructions for exchange.

Any holder of book-entry shares will not be required to deliver a stock certificate or, in the case of book-entry shares held through The Depository Trust Company, an executed letter of transmittal to the paying agent to receive the per share merger consideration that such holder is entitled to receive. In lieu thereof, each holder of record of one or more book-entry shares held through The Depository Trust Company whose shares of common stock were converted into the right to receive the per share merger consideration will, upon receipt by the paying agent of an “agent’s message” in customary form (or such other reasonable evidence, if any, as the paying agent may reasonably request) and compliance with The Depository Trust Company’s customary procedures, be entitled to receive the per share merger consideration in respect of each such share of common stock and the book-entry shares of such holder will forthwith be cancelled.

No interest will be paid or accrued on the cash payable as the per share merger consideration upon your surrender of your book-entry shares or stock certificates.

Tadano, the surviving corporation and the paying agent will be entitled to deduct and withhold from the per share merger consideration any taxes as required by applicable laws or regulations. Any sum that is withheld will be deemed to have been paid to the holder of shares with regard to whom such sum is withheld.

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendation of the Board with respect to the proposal to approve the Merger Agreement, you should be aware that executive officers and directors of the Company have certain interests in the Merger that may be different from, or in addition to, the interests of the Company’s shareholders generally. The Board and Transaction Committee were aware of these interests and considered them, among other matters, in evaluating and approving the Merger Agreement and the Merger, and in recommending that the shareholders of the Company approve the Merger Agreement. Company shareholders should take these interests into account in deciding whether to approve the Merger Agreement. Nothing in this proxy statement should be interpreted as providing any executive officer or director of the Company with an entitlement to any payments or other benefits in excess of the payments or other benefits to which he or she would otherwise be entitled in connection with the Merger pursuant to the terms of these arrangements.

For purposes of this disclosure, the Company’s “named executive officers” are:

 

Name    Position

J. Michael Coffey

   Chief Executive Officer

David J. Langevin

   Executive Chairman

Joseph Doolan

   Chief Financial Officer

For purpose of this disclosure, the Company’s nonemployee directors are: Ronald M. Clark; Frederick B. Knox; Takashi Fukui; and Stephen J. Tober.

Treatment of Company Equity Awards

 

   

Company RSUs Outstanding as of the Effective Time. Company RSUs outstanding immediately before the effective time of the Merger will automatically vest in full and be cancelled and converted into the

 

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right to receive a cash payment equal to the product of (i) the number of shares of common stock underlying such Company RSU multiplied by (ii) the per share merger consideration, less applicable withholding taxes.

 

   

Company PSUs Outstanding as of the Effective Time. Company PSUs outstanding immediately before the effective time of the Merger will be automatically cancelled without any cash payment or other consideration.

 

   

Company Options Outstanding as of the Effective Time. Company Options outstanding immediately before the effective time of the Merger will automatically vest in full and be cancelled and converted into the right to receive a cash payment equal to the product of (i) the excess, if any, of the per share merger consideration over the per share exercise price of the Company Option multiplied by (ii) the number of shares of common stock underlying such Company Option, less applicable withholding taxes. If the exercise price per share of the Company Option is equal to or greater than the per share merger consideration, then such Company Option will be cancelled without any cash payment or other consideration.

 

   

New Grant of Company RSUs. J. Michael Coffey, the Company’s Chief Executive Officer and a director, was granted 100,000 Company RSUs, in connection with the Merger, and Joseph Doolan, the Company’s Chief Financial Officer, was granted 50,000 Company RSUs, in connection with the Merger. Additionally, 300,000 Company PSUs held by Mr. Coffey will be converted to Company RSUs, in connection with the Merger.

For an estimate of the amounts that would become payable to each of the Company’s named executive officers in settlement of his or her unvested equity awards, see “Proposal 1: The Merger—Interests of Company’s Directors and Executive Officers in the Merger—Golden Parachute Compensation.” If the effective time of the Merger were February 1, 2025, based on the number of equity awards outstanding as of February 1, 2025 and a price per share of Company common stock of $5.80, the Company estimates the aggregate amount that would become payable to the Company’s four non-employee directors in settlement of their unvested equity awards to be $208,800.

Transaction Bonuses

Additionally, Stephen J. Tober, a director and the chairman of the Company’s Transaction Committee of the Board, will receive a cash bonus of $250,000 at the effective time of the Merger.

Named Executive Officer Severance Entitlements

The Company is party to employment agreements with Messrs. Langevin and Doolan that provide for severance protections upon a termination without “cause” or resignation for “good reason” (each as defined in the employment agreements) within six months prior to and in anticipation of, or 24 months following, a change of control, as follows: (1) two times the sum of the named executive officer’s then-current base salary and average bonus received in the prior three years (for Mr. Langevin) and the prior two years (for Mr. Doolan), paid in a lump sum upon the termination of the named executive officer ‘s employment; (2) a prorated annual cash bonus for the year of termination, based on the annual bonus most recently paid to the named executive officer, paid in a lump sum upon the termination of the named executive officer’s employment; (3) payment of any then vested or unvested Company equity incentive awards; (4) for Mr. Langevin, health and welfare plan coverage provided by the Company until he reaches the age of 65 or becomes eligible for Medicare, or for Mr. Doolan, two years of health plan coverage; and (5) continuation of perquisites provided for in the applicable individual’s employment agreement along with payment of any accrued but unused vacation. The Company is also party to an employment agreement with Mr. Coffey that provides that if his employment is terminated by the Company without “cause,” by Mr. Coffey for “good reason” or due to his “permanent disability”, subject to a general release of claims, he will be entitled to: (1) cash severance equal to (a) one times the sum of his base salary, paid

 

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in installments over a 12-month period on the first regularly scheduled payroll date following the 60th day after the termination date (reduced by any disability benefits provided pursuant to the Company’s disability policy or program) and (b) his annual incentive, paid on the later of the first regularly scheduled payroll date following the 60th day after the termination date or the date when other annual incentives are paid for the year in which the termination date occurred; (2) payment of any then vested or unvested equity incentive awards that are subject to service-based vesting conditions; and (3) one year of continued health plan coverage.

Indemnification; Directors’ and Officers’ Insurance

Pursuant to the Merger Agreement, from and after the effective time, the surviving corporation will indemnify certain persons, including the Company’s directors and executive officers, for certain matters. In addition, for a period of not less than six years from the effective time, the surviving corporation will maintain a directors and officers’ liability insurance policy for the benefit of certain persons, including the Company’s directors and executive officers.

Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each named executive officer of the Company that is based on or otherwise relates to the Merger and that will or may become payable to each such named executive officer at the effective time or on a qualifying termination of employment in connection with the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the Merger-related compensation payable to the Company’s named executive officers. The golden parachute compensation payable to these individuals is subject to a non-binding, advisory vote of holders of the common stock, as described in Proposal 2 on your proxy card. The “named executive officers” are J. Michael Coffey, David J. Langevin and Joseph Doolan.

The table below sets forth, for the purposes of this golden parachute disclosure, the potential amount of payments and benefits (on a pre-tax basis) that each of the Company’s named executive officers would receive, assuming: (i) per share merger consideration of $5.80; (ii) base salary, target bonus levels and equity award holdings as of February 1, 2025; and (iii) a Merger closing on February 1, 2025 (the assumed date of the closing of the Merger solely for purposes of this golden parachute compensation disclosure). Depending on when the Merger occurs, certain equity awards that are now unvested and included in the table below may vest pursuant to the terms of the equity awards based on the completion of continued service with the Company, independent of the Merger. The calculations in the table below do not include amounts the Company’s named executive officers were already entitled to receive or vested in as of February 1, 2025. The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement, and do not reflect certain compensation actions that may occur before completion of the Merger. As a result, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below. All dollar amounts have been rounded to the nearest whole dollar.

For purposes of calculating such amounts, on a pre-tax basis, the Company has assumed:

 

   

the Merger constitutes a change in control under the Company’s 2019 Equity Incentive Plan, as amended and restated (the “2019 Plan”), and each named executive officer’s employment agreement;

 

   

each named executive officer experiences an involuntary termination on February 1, 2025, based on the terms of his or her respective agreement(s) (as described in the section entitled “Proposal 1: The Merger—Interests of the Company’s Directors and Executive Officers in the Merger—Named Executive Officer Severance Entitlements”); and

 

   

each named executive officer’s base salary rate remains unchanged from those in effect as of the date of this proxy statement.

 

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Golden Parachute Compensation

 

Name

   Cash
($) (1)
     Equity
($) (2)
     Perquisites/
Benefits
($) (3)
     Total
($)
 

J. Michael Coffey

     1,272,000        2,672,640        23,508        3,968,148  

David J. Langevin

     920,250        194,880        146,924        1,262,054  

Joseph Doolan

     1,357,402        484,880        184,606        2,026,888  

 

(1)

The estimated amount for each named executive officer represents the cash severance payments to which the executive may become entitled under his existing employment agreement. As discussed above, under their existing employment agreements, upon an involuntary termination in connection with a change in control, each of Messrs. Langevin and Doolan will be entitled to base salary continuation for 24 months, plus two times his average bonus for the previous three years (in the case of Mr. Langevin) or two years (in the case of Mr. Doolan), plus a prorated bonus for 2025. Under his existing employment agreement, upon an involuntary termination of employment (whether or not in connection with a change in control), Mr. Coffey will be entitled to continuation of his base salary for one year and a cash payment equal to his annual incentive, which sum will be paid on the later of the first payment date or the date when other annual incentives are paid for the year in which the termination date occurred, subject to his execution of a release of claims. For purposes of this table, bonus amounts for 2024 were estimated based on target bonus amounts for each executive, and bonus amounts for 2025 were estimated to be equal to the target annual incentive for 2024 for each executive.

(2)

The estimated amount for each named executive officer represents the value of accelerated vesting of 60,800 unvested Company RSUs held by Mr. Coffey, 33,600 unvested Company RSUs held by Mr. Langevin, and 33,600 unvested Company RSUs held by Mr. Doolan. The estimated amount also includes an additional 100,000 Company RSUs granted to Mr. Coffey and 50,000 Company RSUs granted to Mr. Doolan contingent on the completion of the merger, and the value of 300,000 Company PSUs held by Mr. Coffey which will be converted to Company RSUs contingent on the completion of the Merger.

(3)

The estimated amount for each named executive officer represents continuation of health plan coverage to which the executive may become entitled under his existing employment agreement. As discussed above, under their existing employment agreements, upon an involuntary termination in connection with a change in control, Mr. Langevin is entitled to receive continued health plan coverage until he attains age 65 or is eligible for Medicare along with other benefits (the table above includes the estimated value of such benefits for two years) and Mr. Doolan will be entitled to receive continued health plan coverage and other benefits for a period of two years. Because Mr. Langevin is over age 65, no value has been included in the table for his continued health plan coverage. In addition, Messrs. Langevin and Doolan are entitled to receive cash payments for accrued and unused vacation. Under his existing employment agreement, upon an involuntary termination (whether or not in connection with a change in control), Mr. Coffey will be entitled to receive continued health plan coverage for a period of one year, subject to his execution of a release of claims.

Intent to Vote in Favor of the Merger

Our directors and executive officers have informed us that, as of the date of this proxy statement, they intend to vote all of the shares of Company common stock owned directly by them in favor of Proposal 1: The Merger, Proposal 2: Advisory Vote on Merger-Related Compensation and Proposal 3: Vote on Adjournment. As of [●], 2024, the record date for the special meeting, our directors (other than the Recused Director) and executive officers directly owned, in the aggregate, [●] shares of Company common stock entitled to vote at the special meeting, or collectively approximately [●]% of all the outstanding shares of Company common stock entitled to vote at the special meeting and approximately [●]% of the outstanding shares of Company common stock not held by affiliated shareholders or the Recused Director and entitled to vote at the special meeting.

 

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Tadano’s Obligation to Vote in Favor of the Merger

Pursuant to the Merger Agreement, Tadano is obligated to vote or cause to be voted any shares of Company common stock owned by it or any of its subsidiaries in favor of the adoption of the Merger Agreement at the special meeting and at all postponements, recesses or adjournments thereof.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a summary of the material U.S. Federal income tax consequences of the Merger to U.S. holders (as defined below) whose shares of our common stock are converted into the right to receive cash in the Merger. This summary is included for general information purposes only and does not purport to consider all aspects of U.S. Federal income taxation that might be relevant to our shareholders. For purposes of this discussion, we use the term “U.S. holder” to mean a beneficial owner of shares of our common stock that is, for U.S. Federal income tax purposes:

 

   

an individual who is a citizen or resident of the United States;

 

   

a corporation (or other entity taxable as a corporation for U.S. Federal income tax purposes) created or organized under the laws of the United States or any of its political subdivisions;

 

   

a trust if (i) a court within the United States is able to exercise primary supervision over administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or

 

   

an estate that is subject to U.S. Federal income tax on its income regardless of its source.

If a partnership (including an entity or arrangement treated as a partnership for U.S. Federal income tax purposes) holds our common stock, the U.S. Federal income tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. A partner of a partnership holding our common stock should consult the partner’s tax advisor regarding the U.S. Federal income tax consequences of the Merger to such partner.

This discussion is based on the Internal Revenue Code of 1986, as amended, which we refer to as the Code, its legislative history, existing and proposed regulations under the Code, published rulings and court decisions, all as currently in effect. These laws are subject to change or differing interpretation, possibly on a retroactive basis. The discussion applies only to beneficial owners who hold shares of our common stock as capital assets within the meaning of Section 1221 of the Code (generally, investment assets), and does not apply to shares of our common stock received in connection with the exercise of employee stock options or otherwise as compensation, shareholders who hold an equity interest, actually or constructively, in Tadano or the surviving corporation after the Merger, or to certain types of beneficial owners who may be subject to special rules (such as insurance companies, banks, tax-exempt organizations, financial institutions, broker-dealers, United States expatriates, partnerships, S corporations or other pass-through entities, mutual funds, traders in securities who elect the mark-to-market method of accounting, shareholders subject to the alternative minimum tax, shareholders that have a functional currency other than the U.S. dollar or shareholders who hold our common stock as part of a hedge, straddle, wash sale, constructive sale or conversion transaction). This discussion also does not address the U.S. tax consequences to any shareholder who, for U.S. Federal income tax purposes, is a non-resident alien individual, foreign corporation, foreign partnership or foreign estate or trust, and does not address the receipt of cash in connection with the treatment of restricted stock units, performance stock units, company awards or any other matters relating to equity compensation or benefit plans. This discussion does not address any aspect of state, local or foreign tax laws or any U.S. Federal taxation other than income taxation. Holders of common stock should consult their own tax advisors to determine the particular tax consequences to them of the Merger, including the applicability and effect of any state, local, foreign or other tax laws.

 

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Exchange of Shares of Common Stock for Cash Pursuant to the Merger Agreement

The exchange of shares of our common stock for cash in the Merger will generally be a taxable transaction for U.S. Federal income tax purposes. In general, a U.S. holder whose shares of our common stock are converted into the right to receive cash in the Merger will recognize capital gain or loss for U.S. Federal income tax purposes equal to the difference, if any, between the amount of cash received with respect to such shares (determined before the deduction of any applicable withholding taxes) and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis will generally equal the price the U.S. holder paid for such shares. Gain or loss will be determined separately for each block of shares of our common stock (i.e., shares of common stock acquired at the same cost in a single transaction). Such capital gain or loss will be long-term capital gain or loss where the U.S. holder’s holding period for such shares of common stock is more than one (1) year. Long-term capital gain of a non-corporate U.S. holder is generally taxed at preferential rates. There are limitations on the deductibility of capital losses. In addition, a 3.8% tax is imposed on all or a portion of the “net investment income” (within the meaning of Section 1411 the Code) of certain individuals and on the undistributed net investment income of certain estates and trusts. For these purposes, “net investment income” generally will include any capital gain recognized on the receipt of cash for shares pursuant to the Merger.

Backup Withholding and Information Reporting

Generally, information reporting requirements may apply in connection with payments made to shareholders in connection with the Merger. In addition, backup withholding of tax may apply at the statutory rate (currently 24%) to cash payments to which a non-corporate U.S. holder is entitled under the Merger Agreement, unless the U.S. holder provides a taxpayer identification number, certifies that such number is correct, and otherwise complies with the backup withholding rules. Each of our U.S. holders should complete and sign, under penalty of perjury, an Internal Revenue Service Form W-9 (or appropriate successor form) to be included as part of the letter of transmittal and return it to the paying agent, in order to provide the information and certification necessary to avoid backup withholding. Non-U.S. holders should complete and sign, under penalty of perjury, an appropriate Internal Revenue Service Form W-8 and provide it to the paying agent to establish their exemption from backup withholding.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to a shareholder pursuant to the Merger under the backup withholding rules will generally be allowable as a refund or a credit against such shareholder’s U.S. Federal income tax liability provided the required information is timely furnished to the Internal Revenue Service. Shareholders are urged to consult their independent tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

The U.S. Federal income tax consequences described above are not intended to constitute a complete description of all tax consequences relating to the Merger. Because individual circumstances may differ, each shareholder should consult the shareholder’s tax advisor regarding the applicability of the rules discussed above to the shareholder and the particular tax effects to the shareholder of the Merger in light of such shareholder’s particular circumstances, the application of state, local and foreign tax laws, and, if applicable, the treatment of restricted stock units, performance stock units, company awards or any other matters relating to equity compensation or benefit plans.

Regulatory Approvals

HSR Clearance. Under the HSR Act and the rules promulgated thereunder, certain transactions may not be completed until notifications have been given and information furnished to the Antitrust Division of the Department of Justice, which we refer to as the Antitrust Division, and the Federal Trade Commission, which we refer to as the FTC, and all statutory waiting period requirements have been satisfied. Completion of the Merger is subject to the expiration or earlier termination of any applicable waiting period under the HSR Act. The parties have subsequently determined that a filing is not required to be made under the HSR Act.

 

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CFIUS Clearance. Tadano and the Company will file a joint voluntary notice, in connection with obtaining CFIUS clearance in accordance with Section 721 of the Defense Production Act of 1950, as amended, which we refer to as the DPA. Pursuant to the Merger Agreement, CFIUS clearance will be deemed to have been obtained if: (i) CFIUS has concluded that the Merger is not a “covered transaction” subject to review under the DPA; (ii) CFIUS has issued a written notice that it has completed a review or investigation of the notice and has determined that there are no unresolved national security concerns with respect to the Merger and concluded all action under the DPA; or (iii) CFIUS has sent a report to the President of the United States requesting the President’s decision and (a) the President has announced a decision not to take any action to suspend, prohibit or limit the transactions contemplated by the Merger Agreement or (b) the President has not taken any formal written action within 15 days after the date on which the President received such report from CFIUS.

Other Regulatory Approvals. Completion of the Merger is further subject to notification or receipt of certain other regulatory approvals, including notification to, clearance from and/or approval from Romania’s foreign direct investment regime.

There can be no assurance that all of the regulatory approvals described above, or any other regulatory approvals that might be required to consummate the Merger, will be obtained and, if obtained, there can be no assurance as to the timing of any approvals, ability to obtain the approvals on satisfactory terms or the absence of any litigation challenging such approvals. There can also be no assurance that the Department of Justice, the FTC, CFIUS or any other governmental entity or any private party will not attempt to challenge the Merger on regulatory grounds or refuse to grant required approvals, and, in each case, if any such challenge is made, there can be no assurance as to the result.

 

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THE MERGER AGREEMENT

This section describes the material terms of the Merger Agreement. The description of the Merger Agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety before making any decisions regarding the Merger Agreement and the Merger.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and this summary are included to provide you with information regarding its material terms, and not to provide any other factual information about Tadano, the Company or their respective subsidiaries or businesses. Factual disclosures about the Company contained in this proxy statement or in the Company’s public reports filed with the SEC may supplement, update or modify the factual disclosures about the Company contained in the Merger Agreement. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations, qualifications or other particulars agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing such matters as facts or made for other purposes), and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and may not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information will not necessarily be fully reflected in the Company’s public disclosures. For further information regarding the representations and warranties contained in the Merger Agreement, please refer to “The Merger Agreement—Representations and Warranties” beginning on page 82.

Effects of the Merger; Directors and Officers; Articles of Incorporation; Bylaws

The Merger Agreement provides that Merger Sub will merge with and into the Company with the Company continuing as the surviving corporation. Following the Merger, the Company will cease to be a publicly traded company and, as a result of the Merger, will become a wholly owned subsidiary of Tadano. The Merger will have the effects specified in the MBCA.

The members of the board of directors of Merger Sub immediately prior to the effective time will, from and after the effective time, be the members of the board of directors of the surviving corporation until the earlier of their resignation or removal or until their successors have been duly elected and qualified, as the case may be. The officers of the Company immediately prior to the effective time will, from and after the effective time, be the officers of the surviving corporation until the earlier of their resignation or removal or until their successors have been duly elected and qualified, as the case may be.

At the effective time, the articles of incorporation of the surviving corporation will be amended and restated in its entirety as set forth in Exhibit A of the Merger Agreement, and will be the articles of incorporation of the surviving corporation until thereafter amended in accordance with their terms and as provided by applicable law. The bylaws of Merger Sub in effect immediately prior to the effective time will be the bylaws of the surviving corporation, until changed or amended as provided therein or by applicable law.

Following the completion of the Merger, our common stock will be delisted from Nasdaq, deregistered under the Exchange Act and cease to be publicly traded.

 

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Treatment of Common Stock and Equity Awards

Common Stock

At the effective time, by virtue of the Merger and without any action on the part of any holder of any capital stock of the Company, each share of common stock issued and outstanding immediately prior to the effective time (other than the Excluded Shares), will be converted into the right to receive cash in the amount of $5.80 per share, without interest, less any required withholding taxes. At the effective time, (i) each share that will be converted into the right to receive cash will be cancelled and will cease to exist, (ii) each Excluded Share held by Tadano or any subsidiary thereof will remain outstanding as a share of common stock of the surviving corporation and (iii) each other Excluded Share will be cancelled and will cease to exist, and no consideration will be payable therefor.

Company RSUs

Company RSUs outstanding immediately before the effective time of the Merger will be automatically vested in full and converted into the right to receive a cash payment equal to the product of (i) the number of shares of common stock underlying such Company RSU multiplied by (ii) the per share merger consideration, less applicable withholding taxes.

Company PSUs

Company PSUs outstanding immediately before the effective time of the Merger will be automatically cancelled without any cash payment or other consideration.

Company Options

Company Options outstanding immediately before the effective time of the Merger will be automatically vested in full and converted into the right to receive a cash payment equal to the product of (i) the excess, if any, of the per share merger consideration over the per share exercise price of the Company Option multiplied by (ii) the number of shares of common stock underlying such Company Option, less applicable withholding taxes. If the exercise price per share of the Company Option is equal to or greater than the per share merger consideration, then such Company Option will be cancelled without any cash payment or other consideration.

Exchange and Payment Procedures

Common Stock

At or before the effective time, Tadano will deposit, or cause to be deposited, with the paying agent cash in immediately available funds in an amount sufficient to pay the aggregate Merger consideration payable to holders of common stock to be paid by the paying agent.

As soon as possible after the effective time, and in any event within three business days after the effective time, each record holder of common stock entitled to receive the per share merger consideration will be sent a notice advising such holders of the effectiveness of the Merger and appropriate transmittal materials and instructions describing how such record holder may surrender his, her or its shares of common stock (or affidavits of loss in lieu thereof) in exchange for the aggregate per share merger consideration payable with respect to such shares.

You should not return your stock certificates with the enclosed proxy card.

Any holder of book-entry shares will not be required to deliver a stock certificate or, in the case of book-entry shares held through The Depository Trust Company, an executed letter of transmittal to the paying agent to

 

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receive the per share merger consideration that such holder is entitled to receive. In lieu thereof, each holder of record of one or more book-entry shares held through The Depository Trust Company whose shares of common stock were converted into the right to receive the per share merger consideration will, upon receipt by the paying agent of an “agent’s message” in customary form (or such other reasonable evidence, if any, as the paying agent may reasonably request) and compliance with The Depository Trust Company’s customary procedures, be entitled to receive the per share merger consideration in respect of each such share of common stock and the book-entry shares of such holder will forthwith be cancelled.

Tadano, the surviving corporation and the paying agent will be entitled to deduct and withhold from the per share merger consideration any taxes as required by applicable laws or regulations; provided, that a determination as to whether such withholding is required shall be made in good faith after consultation with the Company. Any sum that is withheld and timely paid over to the applicable taxing authority will be deemed to have been paid to the holder of shares with regard to whom such deduction and withholding was made.

No interest will be paid or accrued on the cash payable as the per share merger consideration upon your surrender of your book-entry shares or stock certificates.

If you have lost a certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the per share merger consideration, you will have to make an affidavit of the loss, theft or destruction and, if required by Tadano, post a bond in such customary amount and upon such terms as may be required as indemnity against any claim that may be made with respect to such lost, stolen or destroyed stock certificate. These procedures will be described in the letter of transmittal and instructions that you will receive, which you should read carefully and in their entirety.

From and after the effective time, there will be no transfers on the stock transfer books of the Company of the shares of common stock that were outstanding immediately before the effective time. If, after the effective time, any stock certificate formerly representing any common stock that entitled to its holder to receive the per share merger consideration is presented to the surviving corporation, Tadano or the paying agent for transfer, it will be cancelled and exchanged for the cash amount in immediately available funds to which the holder of such stock certificate is entitled pursuant to the Merger Agreement.

Any portion of the per share merger consideration deposited with the paying agent that remains unclaimed by shareholders (180) days after the effective time will be delivered to the surviving corporation. Holders of shares of common stock entitled to receive the per share merger consideration who have not complied with the above-described exchange and payment procedures may thereafter only look to Tadano for payment of the per share merger consideration upon due surrender of stock certificates representing certificated shares of common stock (or affidavits of loss in lieu thereof) or book-entry shares, without any interest thereon.

None of Tadano, the surviving corporation, the paying agent or representative or affiliate thereof will be liable to any former holder of common stock for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any shares of common stock are not surrendered immediately prior to the date on which any cash in respect of such shares would otherwise escheat to or become the property of any governmental authority, then to the extent permitted by applicable law, such cash will become the property of the surviving corporation, free and clear of all claims or interest of any person previously entitled thereto.

Company RSUs and Company Options

As promptly as practicable following the effective time, and in any event within two business days after the effective time, Tadano will deposit, or cause to be deposited, with the surviving corporation sufficient cash to pay the aggregate Merger consideration payable to holders of Company RSUs and Company Options, and the Company’s portion of any taxes related thereto. The surviving corporation will pay through its payroll systems to

 

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each holder of a Company Option or a Company RSU, no later than the first regularly scheduled payroll occurring at least five business days following the effective time of the Merger, the consideration for such holder’s Company Options and/or Company RSUs, as applicable (without interest, and subject to deduction for any required withholding tax), subject to any applicable legal requirements.

Representations and Warranties

The Merger Agreement contains representations and warranties made, on the one hand, by the Company to Tadano and Merger Sub and, on the other hand, by Tadano and Merger Sub to the Company. Certain of the representations and warranties in the Merger Agreement are subject to materiality or material adverse effect qualifications (that is, they will not be deemed to be untrue, inaccurate or incorrect unless their failure to be true or correct is material or would result in a material adverse effect, as defined below).

In addition, certain of the representations and warranties in the Merger Agreement are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue, inaccurate or incorrect as a result of matters of which certain officers of the party making the representation did not and do not have knowledge following a reasonable inquiry, as described in the Merger Agreement.

Further, the representations and warranties made by the Company in the Merger Agreement are subject to specified exceptions and qualifications in the Company’s public filings with the SEC. The representations and warranties made by the parties in the Merger Agreement may be further subject to specified exceptions and qualifications contained in the confidential disclosure letters that the parties exchanged in connection with signing the Merger Agreement, which disclosure letters are not reflected in the Merger Agreement and will not otherwise be publicly disclosed, and that were included for the purpose of, among other things, allocating contractual risk between Tadano and Merger Sub, on the one hand, and the Company, on the other hand, rather than establishing matters as facts, and may be subject to standards of materiality that differ from the standards relevant to investors. You should not rely on the representations, warranties, covenants or any description thereof as actual characterizations of the actual state of facts or condition of Tadano, the Company, or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by Tadano and the Company. The representations and warranties and other provisions of the Merger Agreement should not be read alone but, instead, should be read only in conjunction with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. See “Where You Can Find More Information” beginning on page 108.

Representations and Warranties of the Company

The Company made customary representations and warranties to Tadano and Merger Sub in the Merger Agreement relating to a number of matters, including, among other things:

 

   

our organization, valid existence, good standing and authority to carry on our business and that of our subsidiaries;

 

   

our corporate power and authority to execute, deliver and perform our obligations, and consummate the transactions, under the Merger Agreement, and the enforceability of the Merger Agreement against us;

 

   

the approval and declaration of advisability of the Merger Agreement and the Merger by the Board;

 

   

the absence of conflicts, breaches or violations of organizational documents, contracts or applicable law as a result of the Company entering into and consummating the transactions contemplated by the Merger Agreement;

 

   

the governmental filings, notices and approvals required in connection with the transactions contemplated by the Merger Agreement;

 

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our capital structure;

 

   

our subsidiaries;

 

   

our public filings with the SEC, including in connection with the Merger;

 

   

our compliance with GAAP in our financial statements, our disclosure controls and procedures and our internal controls over financial reporting;

 

   

the compliance of the proxy statement and the schedule 13e-3 filings;

 

   

the absence of undisclosed liabilities;

 

   

the absence of changes in our business since December 31, 2023;

 

   

the absence of any governmental orders, litigation, governmental inquiries, investigations and other proceedings against the Company;

 

   

our compliance with laws and possession of and compliance with certain permits, licenses and other governmental authorizations;

 

   

certain of our material contracts;

 

   

tax matters;

 

   

labor matters and compliance with labor and employment laws;

 

   

employee benefit plans and other agreements, plans and policies with or concerning employees;

 

   

intellectual property matters;

 

   

owned and leased real property;

 

   

environmental matters;

 

   

our relationships with certain of our customers and suppliers;

 

   

insurance policies;

 

   

arrangements with related parties;

 

   

the inapplicability of anti-takeover laws or appraisal rights to the transactions contemplated by the Merger Agreement;

 

   

the receipt of a fairness opinion from BGL; and

 

   

fees payable to brokers and financial advisors in connection with the Merger.

Material Adverse Effect

Many of our representations and warranties are qualified by exceptions relating to the absence of a “material adverse effect,” which means any changes, effects, events, occurrences, states of facts or developments, alone or in combination with other changes, effects, events, occurrences, states of facts or developments, that (A) has or reasonably would be expected to a material adverse effect on the business, properties, assets, liabilities, operations, results of operations or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, or (B) would reasonably be expected to prevent or delay beyond the end date the Company’s ability to perform its obligations under the Merger Agreement necessary to consummate the Merger.

However, with respect to clause (A) none of the following, either alone or in combination, shall constitute, and none of the following shall be taken into account in determining whether there has been a material adverse effect:

 

  (a)

changes in business or political conditions or in capital, credit or financial markets in general, including but not limited to (i) changes in interest rates and changes in exchange rates or (ii) the effect of any potential or actual government shutdown;

 

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  (b)

any changes, effects, events, occurrences, states of facts or developments generally affecting the industry or markets in which the Company and its subsidiaries participate;

 

  (c)

any change after the date of the Merger Agreement in accounting requirements or principles or in applicable laws or the interpretation or enforcement thereof;

 

  (d)

any acts of war (whether or not declared), armed hostilities, sabotage or terrorism occurring after the date of the Merger Agreement or the continuation, escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of the Merger Agreement;

 

  (e)

any earthquakes, hurricanes, floods, tsunamis or other natural disasters, weather conditions, manmade disasters, acts of God, any outbreaks, epidemics or pandemics relating to COVID-19 or any evolutions or mutations thereof or any other viruses, or other force majeure events;

 

  (f)

any changes, developments or occurrences resulting from the execution, delivery or announcement of the Merger Agreement or the transactions contemplated by the Merger Agreement, including (1)as a result of the identity of Tadano and (2) the impact thereof on the relationships, contractual or otherwise, of the Company or any of its subsidiaries with its customers, employees or suppliers, or with any other third party;

 

  (g)

the taking of any action expressly required by the Merger Agreement (except for any obligation to operate in the ordinary course of business) or the taking of any action with Tadano’s prior written consent or at Tadano’s written request;

 

  (h)

any shareholder litigation arising from allegations of a breach of fiduciary duty or disclosure violations relating to the Merger Agreement or the transactions contemplated thereby; and

 

  (i)

the failure of the Company or any of its subsidiaries to meet internal forecasts, budgets or financial projections or any decline in the market price or trading volume of the Company’s common stock on Nasdaq (provided, that the exception in this clause (i) shall not prevent or otherwise affect a determination that any adverse change, effect, event, occurrence, state of facts or development underlying such failure or decline has resulted in or contributed to a material adverse effect);

except in the case of the foregoing clauses (a), (b), (c), (d) or (e), to the extent any change, effect, event, occurrence, state of facts or development has a materially disproportionate effect on the Company and its subsidiaries, taken as a whole, relative to other persons in the industry in which the Company and its subsidiaries operates generally, in which case only the incremental disproportionate effect may be taken into account in determining whether or not there has been a material adverse effect.

Representations and Warranties of Tadano and Merger Sub

Tadano and Merger Sub made customary representations and warranties to the Company in the Merger Agreement relating to a number of matters, including, among other things:

 

   

their organization, valid existence, good standing and authority to carry on their businesses;

 

   

their corporate power and authority to execute, deliver and perform their obligations, and consummate the transactions under the Merger Agreement, and the enforceability of the Merger Agreement against them;

 

   

the absence of conflicts, breaches or violations of organizational documents, contracts or applicable law as a result of their entry into and consummation of the transactions contemplated by the Merger Agreement;

 

   

the governmental filings, notices and approvals required in connection with the transactions contemplated by the Merger Agreement;

 

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the ownership and operations of Merger Sub;

 

   

the absence of legal proceedings, investigations and governmental orders;

 

   

the accuracy and completeness of the information provided by them for inclusion in this proxy statement or schedule 13e-3 filings;

 

   

their ability to make payments required by them under the Merger Agreement; and

 

   

fees payable to brokers and financial advisors in connection with the Merger.

Covenants of the Company

Conduct of Our Business Pending the Merger

Under the Merger Agreement, we have agreed, subject to certain exceptions contemplated by the Merger Agreement, included in the Company’s disclosure schedule that we delivered in connection with the Merger Agreement or as otherwise required by a governmental entity or applicable law, between the date of the Merger Agreement and the effective time, unless Tadano gives its prior written approval (which may not be unreasonably conditioned, withheld or delayed), to conduct our business and the business of our subsidiaries in all material respects in the ordinary course, and to use commercially reasonable efforts to preserve our business organizations substantially intact and maintain existing relationships with our significant customers, suppliers and other persons with which we have significant business relations.

Except as required by a governmental entity or applicable law, or pursuant to certain exceptions set forth in the Merger Agreement and the disclosure letter that we delivered in connection with the Merger Agreement, we agreed not to, and not permit our subsidiaries to, take any of the following actions without Tadano’s written approval (which may not be unreasonably withheld, conditioned or delayed):

 

   

split, combine, reclassify or subdivide any shares of our capital stock or other equity interests (including with respect to the Company, for the avoidance of doubt, outstanding shares of common stock);

 

   

declare, set aside or pay any dividend or make any other distribution (whether in cash, stock, property or any combination thereof) in respect of any shares of our capital stock or other securities (including with respect to the Company, for the avoidance of doubt, outstanding shares of common stock), except for dividends or distributions paid by any of our wholly owned subsidiaries to us or to any other wholly owned subsidiary;

 

   

redeem, repurchase, cancel or otherwise acquire or offer to redeem, purchase, or otherwise acquire, any of our securities or any securities of any of our subsidiaries, subject to certain exceptions;

 

   

issue, sell, pledge, transfer, dispose of, grant, transfer, lease, license, guarantee, encumber or otherwise enter into any contract or other agreement, understanding or arrangement with respect to the voting of, any shares of our capital stock or other equity interests, securities convertible or exchangeable into or exercisable for any such shares of capital stock or other equity interests, or any rights, warrants, options, calls or commitments to acquire any such shares or other equity interests, except for (i) issuances or sales of any of the foregoing to us or any of our wholly owned subsidiaries and (ii) issuance of shares of common stock subject to Company Options or Company RSUs, in each case, in accordance with the terms of the company equity plan or award agreement thereunder;

 

   

voluntarily adopt or publicly propose a plan of complete or partial liquidation or dissolution of the Company, or restructure, reorganize or otherwise enter into any agreements or arrangements imposing material changes or restrictions on our properties, assets, operations or business;

 

   

amend or propose an amendment to our organizational documents;

 

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acquire or dispose (by Merger, consolidation or acquisition or disposition of stock or other equity interests or of assets), directly or indirectly of any person, business or division, or a material portion of the properties or assets of any other person;

 

   

incur or assume any indebtedness for borrowed money (including the issuance of any debt securities, warrants or other rights to acquire any debt security) except for (i) indebtedness not to exceed $350,000 in the aggregate or (ii) for working capital purposes under facilities existing on the date of the Merger Agreement, or issue any guarantee for any such indebtedness;

 

   

make any loans, advances or capital contributions to or investments in any person, other than loans or advances (i) by the Company to any of our wholly-owned subsidiaries, or (ii) required by any contract or other legal obligation of the Company or any of our subsidiaries in existence as of the date of the Merger Agreement;

 

   

sell, lease, license or otherwise dispose of any subsidiary or assets, securities, property or inventory, except (i) pursuant to contracts in effect prior to the date of the Merger Agreement, (ii) dispositions of obsolete assets or property in the ordinary course of business, (iii) sales or leases of inventory or equipment in the ordinary course of business consistent with past practice, or (iv) for such sale, lease, license or other disposition that does not exceed $350,000 in the aggregate;

 

   

except as permitted by the Merger Agreement, settle or compromise any action for an amount in excess of $350,000 in the aggregate, net of any amount covered by insurance, indemnification or existing reserves established in accordance with GAAP or on a basis that would result in the imposition of any order that would restrict the future activity or conduct of the Company or any of our subsidiaries or involve a finding or admission of any criminal liability, any material wrongdoing or any wrongful conduct by the Company or any of its subsidiaries, or commence any new action following the date of the Merger Agreement;

 

   

change our accounting reporting methods, principles or policies, except as may be required by law, GAAP or the rules or policies of the Public Accounting Oversight Board;

 

   

other than as required by law or any contract or benefit plan in existence as of the date of the Merger Agreement, (i) materially increase the amount of compensation or consulting fees, bonus, pension, welfare, fringe or other benefits, severance or termination pay of any employee or independent contractor who is a natural person or director of the Company, except for (A) employees who are not executive officers, increases in annual salary or wage rate in the ordinary course of business consistent with past practice that do not exceed 2% individually or in the aggregate and (B) the payment of annual bonuses for completed periods based on actual performance in the ordinary course of business consistent with past practice, (ii) adopt or amend any benefit plan or any arrangement that would have been a benefit plan had it been entered into prior to the Merger Agreement, (iii) grant any new awards, or amend or modify the terms of any outstanding awards, under any benefit plan, (iv) take any action to accelerate the vesting or lapsing of restrictions or payment, or fund or in any other way secure the payment, of compensation or benefits under any benefit plan, (v) hire any employee or engage any independent contractor (who is a natural person) with an annual salary or wage rate or consulting fees in excess of $70,000 or (vi) terminate the employment of any employee or independent contractor with an annual salary or wage rate or consulting fees in excess of $70,000, other than for cause;

 

   

amend, let lapse or terminate, or otherwise modify or waive in a manner that is materially adverse to the company, any material contract, or enter into any contract that would have been a material contract had it been entered into prior to the Merger Agreement, other than contracts with customers or suppliers entered into in the ordinary course of business;

 

   

make or authorize any payment of, or accrual or commitment for, any new capital expenditures, except for any such expenditures not in excess of $350,000 in the aggregate during any consecutive twelve (12) month period;

 

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(i) change or revoke any tax election, (ii) adopt or change any accounting method for tax purposes (unless required by law), (iii) settle any tax claim or assessment, (iv) surrender any right to claim a refund for taxes, (v) file any amended tax return, (vi) enter into any tax allocation agreement, tax sharing agreement or tax indemnity agreement related to taxes (other than customary tax provisions in ordinary course commercial agreements, the principal purpose of which is not related to taxes), (vii) enter into any closing agreement related to taxes with any taxing authority, (viii) apply for or request any tax ruling from a taxing authority, (ix) consent to any extension or waiver of the limitation period applicable to any tax claim or assessment or (x) fail to pay any tax that becomes due and payable;

 

   

cancel, modify or waive any debts or claims held by or owed to the Company or any of our subsidiaries having in each case a value in excess of $70,000;

 

   

become a party to establish, adopt, amend, commence participation in or terminate any collective bargaining agreement or other agreement with a labor union, labor organization, works council or similar organization;

 

   

sell, license, transfer or otherwise dispose of, cancel, abandon or otherwise allow to lapse or expire, any material intellectual property, except for (i) the expiration, lapse or other abandonment of any intellectual property at the end of its natural term or (ii) licenses or other similar rights granted in the ordinary course of business, or

 

   

authorize any of, or commit or agree to take any of, the foregoing actions.

The Merger Agreement is not intended to give Tadano or Merger Sub, directly or indirectly, the right to control or direct our or our subsidiaries’ operations prior to the effective time. Prior to the effective time, each of Tadano and the Company will exercise, consistent with the terms and conditions of the Merger Agreement, control and supervision over their respective businesses.

Shareholder Meeting

Subject to the Board’s fiduciary obligations under applicable law, the Company is required to use its commercially reasonable efforts to obtain the approval of the Merger Agreement by its shareholders. The Company has agreed, in accordance with applicable law and its organizational documents, to call, give notice of, convene and hold, as promptly as reasonably practicable after the filing of this definitive proxy statement, a special meeting for the purpose of securing the approval of the Merger Agreement by its shareholders. Subject to certain exceptions, the Company is not permitted, without the prior written consent of Tadano, to postpone, adjourn, recess or otherwise delay the special meeting or, after the Company has established a record date for the special meeting, change the record date or establish a different record date for the special meeting unless required to do so by applicable law or our organizational documents.

Access to Company Information

From the date of the Merger Agreement and until the earlier of the effective time or the termination of the Merger Agreement (and subject to applicable law and the Confidentiality Agreement dated August 11, 2024, between the Company and Tadano), the Company has agreed that it will, and will cause each subsidiary and their respective representatives to, (i) provide Tadano reasonable access to the offices, properties, books and records of the Company and its subsidiaries and (ii) furnish to Tadano or its representatives such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Tadano may reasonably request in writing, subject to limitations.

Treatment of Company Indebtedness

The Company, with Tadano’s cooperation and at Tadano’s expense, will arrange for customary payoff letters in a form reasonably acceptable to Tadano to be delivered before the closing date, which will set forth the

 

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total amount required to be paid at the effective time to satisfy in full the repayment of all indebtedness outstanding under specified loan agreements (excluding any outstanding letters of credit identified by the Company to Tadano at least five business days before the effective time, which Tadano will assume or replace).

Delisting and Deregistration

The Company will cooperate with Tadano and use commercially reasonable efforts to take, or cause to be taken, all actions and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of Nasdaq to enable the termination by the surviving corporation of the listing of common stock on Nasdaq and the deregistration of the common stock under the Exchange Act as promptly as practicable after the effective time, but in any event no more than ten (10) days thereafter.

Acquisition Proposals

Restrictions

The Company agreed not to, and to cause its subsidiaries and its and their respective directors, officers and representatives not to, directly or indirectly:

 

   

solicit, initiate, knowingly encourage or knowingly facilitate any acquisition proposal or offer or inquiry that would reasonably be expected to lead to any acquisition proposal, or the making or consummation thereof,

 

   

other than to inform any person of the existence of the restrictions contained in the Merger Agreement relating to acquisition proposals or to clarify the terms and conditions of an acquisition proposal, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information or afford any person access to the business, properties, assets, books or records of the Company or any of its subsidiaries, in connection with, or otherwise knowingly cooperate or assist any effort by any person in making, any acquisition proposal;

 

   

take any action to exempt any party from any applicable takeover laws or fail to enforce or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its subsidiaries;

 

   

enter into any agreement, letter of intent, memorandum of understanding, agreement in principle or similar agreement or document with respect to any acquisition proposal, other than a confidentiality agreement relating to a superior proposal; or

 

   

agree, authorize or commit to do any of the foregoing.

Exceptions

Notwithstanding the prohibition on solicitation and negotiation described above, and subject to the notice provisions described below, at any time prior to obtaining approval of the Merger Agreement by our shareholders, in response to an unsolicited, bona fide written acquisition proposal received after the date of the Merger Agreement and which the Board determines in good faith, after consulting with outside legal counsel and its financial advisor constitutes a superior proposal or could reasonably be expected to result in a superior proposal, and failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, the Board may:

 

   

provide information regarding the Company and its subsidiaries to the person who made such acquisition proposal; provided that, any such information that was not previously provided to Tadano is concurrently made available to Tadano and provided that, prior to furnishing such information, the Company receives from the person making such acquisition proposal an executed confidentiality agreement with terms no less restrictive to the other party than those applicable to Tadano under the confidentiality agreement between the Company and Tadano; and

 

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participate in discussions or negotiations with any such person and its representatives and potential sources of financing regarding such acquisition proposal.

The Merger Agreement also provides that nothing in the Merger Agreement will prohibit the Company or the Board from (i) complying with Rule 14e-2, Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, including making any “stop, look and listen” communication to its shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act, or (ii) making any disclosure to the Company’s shareholders if the Board determines in good faith, after consultation with its outside legal advisor, that failure to do so would be inconsistent with its fiduciary obligations under applicable law.

Notice

The Company must, as promptly as practicable (and, in any event, within 24 hours), notify Tadano of any inquiries, proposals or offers with respect to an acquisition proposal or which could reasonably be expected to lead to an acquisition proposal, or any request for information relating to the Company or any of its subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its subsidiaries by any person that the Company believes may be considering making, or has made, an acquisition proposal. Such notice must include a summary of the material terms and conditions of any such proposal or offer and a summary of the material content of any such inquiry, as applicable. The Company must keep Tadano informed as to the status and details of any such acquisition proposal or request on a reasonably prompt basis, including promptly (but in no event later than within 24 hours of receipt) providing to Tadano copies of all correspondence and written materials sent or provided to the Company or any of its subsidiaries that describes the terms or conditions of any acquisition proposal (as well as written summaries of any material oral communications addressing such matters) or any amendment thereto.

An “acquisition proposal” means any proposal or offer with respect to (i) a Merger, consolidation or other business combination, tender offer, exchange offer or any transaction involving the purchase or acquisition of 15% or more of the shares of the Company’s common stock, including as a result of a primary issuance of the Company’s common stock, or (ii) a direct or indirect purchase, sale, lease, transfer or acquisition of the assets of the Company and its subsidiaries that constitute or account for (x) more than 15% of the consolidated net revenues of the Company, consolidated net income of the Company or consolidated book value of the Company; or (y) more than 15% of the fair market value of the assets of the Company (other than any such proposal or offer made by Tadano, Merger Sub or any of their affiliates).

A “superior proposal” means any unsolicited, bona fide acquisition proposal to acquire 80% or more of the Company’s common stock, or assets representing 80% or more of the Company’s assets, consolidated net revenues or consolidated book value, which the Board concludes in good faith (after consultation with its financial advisor and outside legal counsel), taking into account all factors the Board acting in good faith considers to be appropriate (including (x) any proposal by Tadano in writing to amend or modify the terms hereof, (y) the identity of the person making such acquisition proposal, and (z) the consideration, terms, conditions, timing, likelihood of consummation, financing terms and legal, financial, and regulatory aspects of such acquisition proposal), (i) would, if consummated, be more favorable to the Company’s shareholders from a financial point of view than the transactions contemplated by the Merger Agreement, and (ii) is reasonably expected to be consummated on the terms proposed.

Change of Board Recommendation

Except as permitted by the terms of the Merger Agreement as described below, neither the Board nor any committee of the Board may:

 

   

withdraw, withhold, qualify or modify (or publicly propose or resolve to withdraw, withhold, qualify or modify) the Board recommendation in a manner adverse to Tadano or Merger Sub;

 

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if a tender or exchange offer for shares of the Company is commenced, fail to recommend against accepting such offer within ten business days after such offer is first commenced or subsequently amended in any material respect;

 

   

following the public disclosure of an acquisition proposal, fail to publicly reaffirm the Board recommendation within five business days after Parent Tadano a reaffirmation of such recommendation; or

 

   

approve, authorize or recommend (or publicly propose to approve, authorize or recommend) or publicly declare advisable any acquisition proposal, any other proposal that would reasonably be expected to lead to any acquisition proposal or acquisition agreement.

Notwithstanding the foregoing, subject to the notice, good faith negotiation and determination requirements described below, the Board may:

 

   

make a change of the Board recommendation if the Board determines in good faith, after consulting with outside legal counsel and its financial advisor, that the failure to make such a change in Board recommendation would be inconsistent with the Board’s fiduciary duties under applicable law and either:

 

   

an intervening event (as defined below) has occurred; or

 

   

an unsolicited written acquisition proposal that the Board determines in good faith is bona fide and, after consulting with outside legal counsel and its financial advisor, constitutes a superior proposal and that did not arise from or in connection with a breach of the obligations described in “The Merger Agreement—Acquisition Proposals” and this section “The Merger Agreement—Change of Board Recommendation” is received by the Company and is not withdrawn.

However, a change of Board recommendation in response to a superior proposal or intervening event or action to terminate the Merger Agreement may not be made unless and until the Company has complied in all material respects with the restrictions applicable to the change of Board recommendation and has given Tadano written notice of such action at least five days in advance, setting forth in writing that the Board intends to consider whether to take such action, the reasons for such action and, as applicable, the material terms and conditions of such superior proposal or a reasonable description of such intervening event. During such five-day period, the Company and its legal and financial advisors must negotiate in good faith with Tadano and its representatives (to the extent Tadano wishes to negotiate) to make any revisions to the terms of the Merger Agreement as would permit the Board to not effect a change of Board recommendation or take such action to terminate the Merger Agreement. Any material amendment to any acquisition proposal will be deemed to be a new acquisition proposal for purposes of such notice requirements, except that the obligation to give advance written notice with respect to such an amendment will be reduced to three business days.

An “intervening event” means an event, fact, circumstance, development, change or occurrence with respect to the Company or its subsidiaries that (x) first becomes actually known to the Board after the date of the Merger Agreement (or, if known to the Board as of the date of the Merger Agreement, the material consequences of any of the foregoing were neither known nor reasonably foreseeable to the Board as of the date of the Merger Agreement) and (y) is material to the Company and its subsidiaries, taken as a whole; provided, that under no circumstances shall the following events, facts, circumstances, developments, changes or occurrences constitute an intervening event: (i) the receipt by the Company, existence or terms of an acquisition proposal or a superior proposal or any matter relating thereto or consequence thereof, (ii) changes in the market price or trading volume of the outstanding shares of common stock or the debt instruments or credit ratings of the Company or its subsidiaries (provided, however, that the underlying causes of such change or fact shall not be excluded by clauses (ii)) and (iii) the fact that the Company meets or exceeds internal or published projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period (provided, however, that the underlying causes of such change or fact shall not be excluded by clause (iii)).

 

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Covenants of Tadano

Employee Benefits Matters

The Merger Agreement provides that Tadano will provide or cause to be provided to each continuing Company employee compensation and benefits following the effective time on the following terms:

 

   

Compensation. For a period commencing at the consummation of the Merger and ending on the date that is 12 months following the closing date of the Merger, Tadano will provide continuing employees base salary or wage rate and a target annual incentive opportunity that is no less favorable than those provided by the Company immediately before the consummation of the Merger.

 

   

Severance. For a period commencing at the consummation of the Merger and ending on the date that is 12 months following the closing date of the Merger, Tadano will provide severance benefits that are no less favorable than the severance benefits that were provided by the Company immediately before the consummation of the Merger.

 

   

Other Compensation and Benefits. For a period commencing at the consummation of the Merger and ending on the date that is 12 months following the closing date of the Merger, Tadano will provide continuing employees benefits, including vacation, health and welfare and fringe benefits, but excluding long-term incentive compensation, equity compensation, retiree medical and defined benefit plan benefits, that are comparable in the aggregate to those provided by the Company immediately prior to the consummation of the Merger.

Tadano will (i) give credit to each continuing employee with all years of service for which such continuing employee was credited before the consummation of the Merger under any comparable benefit plans, except to the extent such credit would result in duplication of benefits; (ii) use commercially reasonable efforts to waive all imitations as to preexisting conditions and limitations, exclusions, actively-at-work requirements, waiting periods and any other restriction that would prevent immediate or full participation under any benefit plan of Tadano or its affiliates; (iii) use commercially reasonable efforts to cause all pre-existing condition exclusions, evidence of insurability requirements and actively-at-work requirements under any benefit plan of Tadano or its affiliates to be waived with respect to the continuing employees and their eligible dependents, and (iv) use commercially reasonable efforts to recognize for each continuing employee and their eligible dependents for purposes of applying annual deductible, co-payment and out-of-pocket minimums under any benefit plan of Tadano or its affiliates any deductible, co-payment and out-of-pocket expenses paid by such continuing employee and their eligible dependents during the plan year in which the closing of the Merger occurs (or, if later, the year in which the continuing employee or eligible dependent becomes covered under the benefit plan of Tadano or its affiliates).

Indemnification; Directors’ and Officers’ Insurance

From and after the effective time of the Merger, the surviving corporation will indemnify, defend and hold harmless, to the fullest extent permitted by law and the articles of incorporation and bylaws of the Company in effect as of the date of the Merger Agreement, each of the present (as of the effective time) and former directors and officers of the Company and its subsidiaries against any liabilities (including reasonable attorneys’ fees) incurred in connection with any legal proceeding or investigation in connection with, arising out of or otherwise related to matters existing or occurring prior to the effective time based on or arising out of, in whole or in part, such director’s or officer’s position as a director or officer of the Company or any of its subsidiaries (including in connection with the transactions contemplated by the Merger Agreement and actions to enforce such indemnification or advancement rights).

Prior the effective time, Tadano will, and will cause the surviving corporation to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the

 

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Company as of the date of the Merger Agreement), in each case for a claims reporting or discovery period of six years after the effective time with respect to any claim related to matters existing or occurring at or prior to the effective time from the Company’s insurance carrier as of the date of the Merger Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; subject to a cap of 300% of the last aggregate annual premium paid by the Company prior to the date hereof.

Efforts to Complete the Merger

Subject to the terms and conditions of the Merger Agreement, the Company, Tadano and Merger Sub have agreed to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to cooperate with each other in order to do, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by the Merger Agreement, including but not limited to:

 

   

preparing and filing all forms, notifications, registrations and notices required to be filed to consummate the Merger and the other transactions contemplated hereby; and

 

   

obtaining and maintaining any requisite consent, approval, authorization, waiver or order required to be obtained from any third party, including from any governmental entity.

In addition to the above, the Company and Tadano agreed to use reasonable best efforts to:

 

   

(i) make any necessary filings under applicable antitrust laws with respect to the transactions contemplated by the Merger Agreement as promptly as practicable and within ten business days of the date of the Merger Agreement, (ii) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to antitrust laws, (iii) to coordinate and cooperate in connection with their respective efforts to obtain termination or expiration of any applicable waiting period and clearances, approvals and decisions under antitrust laws as promptly as practicable, (iv) keep outside counsel for the other party promptly informed of any substantive communications relating to any investigation or inquiry and provide them with a reasonable opportunity to review any proposed substantive communication with any governmental entity;

 

   

prepare and submit to CFIUS, as promptly as practicable after execution of the Merger Agreement, a draft of the CFIUS notice with regard to the Merger and (ii) as promptly as practicable after receipt of comments from CFIUS on the draft CFIUS notice with regard to the Merger, prepare and submit to CFIUS the final CFIUS notice with regard to the Merger;

 

   

subject to the terms and conditions of the Merger Agreement, promptly respond to and seek to resolve and/or oppose as promptly as reasonably practicable any objections asserted by any governmental entity with respect to the transactions contemplated by the Merger Agreement; and

 

   

seek to prevent, have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action of any governmental entity (whether temporary, preliminary or permanent) that is threatened or in effect and that would prevent, prohibit, restrict or delay the consummation of the Merger.

Notwithstanding the foregoing, in no event will Tadano or Merger Sub be required to (i) take actions that would, or would reasonably be expected to result in a material and adverse effect on Tadano and its controlled affiliates, taken as a whole, after giving effect to the Merger (measured on a scale relative to the Company and its Subsidiaries, taken as a whole) (such action or actions, a “Burdensome Condition”), or (ii) take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon consummation of the Merger; provided, that Tadano can compel the Company to (and to cause its subsidiaries to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the Merger.

 

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Conditions to the Merger

The respective obligations of the Company, Tadano and Merger Sub to consummate the Merger are subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

 

   

no governmental entity may have enacted, entered or enforced any law that is in effect and enjoins or makes unlawful the consummation of the Merger;

 

   

the Merger Agreement must have been duly approved by the Company’s shareholders; and

 

   

any statutory waiting period (and any extensions thereof) applicable to the consummation of the Merger under the HSR Act (if a filing thereunder is required) and, if applicable, any contractual waiting periods under any timing agreements with a governmental authority applicable to the consummation of the Merger shall have expired or been earlier terminated, and CFIUS approvals and the approval of the Commission for the Examination of Foreign Direct Investment followed by clearance issued by the Romanian Competition Council (collectively, the “Required Regulatory Approvals”) shall have been obtained.

The obligations of Tadano and Merger Sub to consummate the Merger are also subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

 

   

we must have performed in all material respects all material obligations to be performed by us under the Merger Agreement at or prior to the date of closing;

 

   

our representations and warranties set forth in the Merger Agreement in the “organization”, “standing and corporate power”, “authority”, “non-contravention”, “subsidiaries”, “absence of certain developments”, “takeover laws” and “no brokers” sections must be true and correct in all respects as of the date of the Merger Agreement and as of the effective time as though made as of the effective time (or, in the case of those representations and warranties that are made as of a particular date or period, as of such date or period); (ii) our representations and warranties set forth in the Merger Agreement in the “capitalization” section must be true and correct in all respects as of the date of the Merger Agreement and as of the effective time as though made as of the effective time (or, in the case of those representations and warranties that are made as of a particular date or period, as of such date or period) (with the exception of inaccuracies that are individual or in the aggregate de minimis); and (iii) our other representations and warranties set forth in the Merger Agreement must have been true and correct as of the date of the Merger Agreement and must be true and correct as of the date of closing (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty must be true and correct as of such particular date or period of time) (without giving effect to any qualification relating to materiality or material adverse effect or any similar qualification), except for any failure of any such representation and warranty to be true and correct that would not, individually or in the aggregate, result in a material adverse effect;

 

   

there must not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had a material adverse effect on the Company;

 

   

Tadano and Merger Sub must have received a certificate signed by the executive officer or chief financial officer of the Company certifying that all of the above conditions have been satisfied; and

 

   

none of the Required Regulatory Approvals or any other approval of a governmental authority in connection with the Merger, or law or order enacted, promulgated, issued, entered or amended in connection with the Merger, shall impose or require any undertakings, terms, conditions, liabilities, obligations, commitments or sanctions (including any such actions set forth in the Merger Agreement) that constitute a Burdensome Condition.

 

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Our obligation to consummate the Merger is subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

 

   

Tadano and Merger Sub must have performed in all material respects all material obligations to be performed by them under the Merger Agreement at or prior to the date of closing;

 

   

the representations and warranties of Tadano and Merger Sub set forth in the Merger Agreement must have been true and correct as of the date of the Merger Agreement and must be true and correct as of the date of closing (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty must be true and correct as of such particular date or period of time), except for any failure of any such representation and warranty to be so true and correct that would not prevent, materially impede or materially delay the consummation of the transactions contemplated by the Merger Agreement; and

 

   

we must have received a certificate signed by a duly authorized officer of Tadano certifying that all of the above conditions have been satisfied.

Termination

We and Tadano may, by mutual written consent, terminate the Merger Agreement and abandon the Merger at any time prior to the effective time, notwithstanding any approval of the Merger Agreement by our shareholders.

The Merger Agreement may also be terminated and the Merger abandoned at any time prior to the effective time as follows:

 

   

by either Tadano or the Company, if:

 

   

the Merger has not been consummated by the end date; provided that the terminating party has not breached any provision of the Merger Agreement in any manner that resulted in the failure of the Merger to be consummated by such date;

 

   

any governmental authority has enacted, entered or enforced any order or law permanently restraining, enjoining, restraining, prohibiting or making illegal the consummation of the Merger becomes final and non-appealable, provided that the terminating party has not breached or failed to perform any obligation under the Merger Agreement that was the primary factor resulting in the issuance of such order or law; or

 

   

our shareholders do not approve the Merger Agreement at the special meeting or at any adjournment or postponement of the special meeting.

 

   

by Tadano, if:

 

   

at any time before, but not after, Company shareholder approval has been obtained, the Board has made and not withdrawn a change of Board recommendation;

 

   

there has been a violation or breach of any representation, warranty, covenant or agreement made by the Company in the Merger Agreement that would cause the conditions to the consummation of the Merger not to be satisfied and (i) such violation or breach has not been waived by Tadano; (ii) Tadano has provided written notice to the Company of such violation or breach and its intent to terminate the Merger Agreement; and (iii) such violation or breach cannot be cured by the end date or has not been cured by the Company within 30 days of receipt of such written notice; provided that Tadano and Merger Sub are not then in material breach of the Merger Agreement.

 

   

by the Company, if:

 

   

there has been a violation or breach of any representation, warranty, covenant or agreement made by Tadano or Merger Sub in the Merger Agreement that would cause the conditions to the

 

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consummation of the Merger not to be satisfied and (i) such violation or breach has not been waived by the Company; (ii) the Company has provided written notice to Tadano of such violation or breach and its intent to terminate the Merger Agreement; and (iii) such violation or breach cannot be cured by the end date or has not been cured by Tadano within 30 days of receipt of such written notice; provided that the Company is not then in material breach of the Merger Agreement;

 

   

at any time before, but not after, Company shareholder approval has been obtained, the Board has determined to enter into an alternative acquisition agreement with respect to a superior proposal in compliance with the terms of the Merger Agreement, including the requirements described under “The Merger Agreement—Acquisition Proposals.”

Termination Fees

A termination fee of $4.9 million would be payable by us to Tadano in the event the Merger Agreement is terminated:

 

   

by Tadano if the Board has made and not withdrawn a change of Board recommendation;

 

   

by the Company if the Board has determined to enter into an alternative acquisition agreement with respect to a superior proposal in compliance with the terms of the Merger Agreement, including the requirements described under “The Merger Agreement—Acquisition Proposals”; or

 

   

(i) by either Tadano or the Company if the Merger has not been consummated by the end date; (ii) by either Tadano or the Company if our shareholders do not approve the Merger Agreement at the special meeting or at any adjournment or postponement of the special meeting; or (iii) by Tadano if there has been a violation or breach of any representation, warranty, covenant or agreement made by the Company in the Merger Agreement that would cause the conditions to the consummation of the Merger not to be satisfied and (A) such violation or breach has not been waived by Tadano; (B) Tadano has provided written notice to the Company of such violation or breach and its intent to terminate the Merger Agreement; and (C) such violation or breach cannot be cured by the end date or has not been cured by the Company within 30 days of receipt of such written notice; provided that Tadano and Merger Sub are not then in material breach of the Merger Agreement, and (1) before termination of the Merger Agreement, an acquisition proposal has been publicly announced or publicly made known to the Company’s shareholders and not withdrawn before the Merger Agreement is terminated; and (2) within 12 months after termination, the Company consummates a transaction contemplated by an acquisition proposal for 50% or more of the Company’s common stock, or assets representing 50% or more of the Company’s assets, consolidated net revenues or consolidated book value.

Fees and Expenses

All fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement will be paid by the party incurring such fees and expenses, whether or not the Merger is completed, except that (i) all filing fees paid in respect of the HSR Act and any filing made under any other antitrust laws will be paid by Tadano, and (ii) all filing fees paid in respect of the notice to CFIUS shall be split equally as between Tadano and the Company.

Remedies

In the event the termination fee becomes payable, and is paid, by the Company, such termination fee will be the sole and exclusive remedy for monetary damages to which Tadano and Merger Sub will be entitled.

The parties agreed in the Merger Agreement that immediate and irreparable harm or damage would occur in the event that any of the provisions of the Merger Agreement were not performed in accordance with their

 

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specific terms or were otherwise breached. Accordingly, each of the parties is entitled to seek to enforce specifically the terms and provisions of the Merger Agreement and to obtain or to seek an injunction restraining any breach or violation or threatened breach or violation of the provisions of the Merger Agreement, and each party waived (i) any defense in any action for specific performance that a remedy at law would be adequate and (ii) any requirement to post a bond or other form of security as a prerequisite to obtaining equitable relief.

Tadano and Merger Sub may pursue, in the alternative, both a grant of specific performance and the payment of the termination fee, but under no circumstances will Tadano and Merger Sub be permitted or entitled to receive both a grant of specific performance and the termination fee.

Modification or Amendment; Waiver

Subject to applicable law and the terms of the Merger Agreement, the parties to the Merger Agreement may amend or modify any provision of the Merger Agreement by a writing executed by such parties, except that after the Company obtains shareholder approval of the Merger Agreement, there may not be any amendment or modification that would require additional shareholder approval without such approval first having been obtained. The conditions to the obligations of Tadano, Merger Sub and the Company to consummate the Merger may be waived in whole or in part by a writing executed by the party against whom the waiver is to be effective.

Governing Law and Jurisdiction

Except to the extent the provisions of Michigan law are applicable to the Merger or to the fiduciary duties of the Board, the Merger Agreement and its enforcement will be governed by the laws of the state of Delaware without regard to conflicts of law provisions thereof. Any disputes arising out of or relating to the Merger Agreement must be brought in the state and federal courts of the state of Delaware.

 

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PROVISIONS FOR UNAFFILIATED COMPANY SHAREHOLDERS

No provision has been made (1) to grant the Company’s unaffiliated security holders access to the corporate files of the Company, any other party to the Merger or any of their respective affiliates, or (2) to obtain counsel or appraisal services at the expense of the Company or any other such party or affiliate.

IMPORTANT INFORMATION REGARDING THE COMPANY

Company Background

For information regarding the Company’s background, please see the section of this proxy statement entitled “Parties to the Merger—The Company.”

Directors and Executive Officers of the Company

The Company’s Board currently consists of six members. The persons listed below are the Company’s directors and executive officers as of the date of this proxy statement. The Merger Agreement provides, however, that the directors of Merger Sub immediately prior to the effective time will be the initial directors of the surviving corporation immediately following the Merger. The Merger Agreement provides that the officers of the Company immediately prior to the effective time will be the initial officers of the surviving corporation immediately following the Merger. Following the Merger, each executive officer will serve until a successor is elected or appointed and qualified or until the earlier of his or her death, resignation or removal, as the case may be.

There are no family relationships among any of the Company’s directors or executive officers. During the past five years, neither the Company nor any of the Company’s directors or executive officers listed below has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, during the past five years, neither the Company nor any of the Company’s directors or executive officers listed below has been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. The ages given below are as of August 31, 2024. Each of the individuals listed below is a citizen of the United States, except for Mr. Fukui, who is a citizen of Japan. Each of the individuals listed below can be reached at c/o Manitex International, Inc., 9725 Industrial Drive, Bridgeview, Illinois 60455.

 

Name

  

Age

  

Positions Held

Ronald M. Clark

   77    Director

J. Michael Coffey

   54    Director and Chief Executive Officer

Frederick B. Knox

   83    Director

David J. Langevin

   73    Director and Executive Chairman

Takashi Fukui

   55    Director

Stephen J. Tober

   59    Director

Joseph Doolan

   61    Chief Financial Officer

Executive Officers

Below is information about the Company’s executive officers.

J. Michael Coffey, Age 54, has served as our Chief Executive Officer and a director since April 2022. Prior to that, he served as Managing Director of Resurgence Advisory, LLC, a consulting firm, since 2021. Before that, he served as Chief Operating Officer of H-E Parts International from 2009 until 2018, and then as Chief Executive Officer from 2018 until 2021. Mr. Coffey received his Bachelor of Science in Social Science from Nyack College, and his Master of Business Administration from Emory University’s Goizueta Business School.

 

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David J. Langevin, Age 73, has been our Executive Chairman since September 2019, and was previously Chairman of our Board of Directors and our Chief Executive Officer from July 2006 until September 2019. Mr. Langevin was the Chairman and Chief Executive Officer of Manitex, Inc., a leading provider of engineered lift solutions (and one of our subsidiaries), from 2003 until joining our company. Mr. Langevin has a Bachelor of Science from Illinois State University and a Master of Business Administration from DePaul University.

Joseph Doolan, Age 61, has served as Chief Financial Officer since October 2020. Prior to joining our company, Mr. Doolan served as a consultant for Rank Group from 2019 to 2020. From 2016 to 2019, Mr. Doolan served as the Vice President – Finance of Fram Group Holdings Inc., a supplier of a broad range of automotive products. From 2012 to 2016, he served as Vice President – Finance of UCI-FRAM Inc., a manufacturer of aftermarket auto parts. Mr. Doolan has his Bachelor of Science and a Masters in Accountancy from DePaul University and a Masters of Financial Markets and Trading from Illinois Institute of Technology.

Non-Employee Directors

Below is information about the Company’s non-employee directors.

Ronald M. Clark, Age 77, joined our Board of Directors in 2010. In 2013, Mr. Clark was elected to the Board of Directors of Allianz Life Insurance Company of New York. Mr. Clark was the Chief Investment Officer of Allianz of America, Inc. from 2000 until he retired on December 31, 2011. From 1990 until 2000, Mr. Clark was the Chief Operating Officer for Allianz of America, Inc. In 2014 Mr. Clark was elected to the Boards of Directors of Allianz Life Insurance Company of North America and served on the Board of Directors at Fireman’s Fund Insurance Company from 2014—2017. In January 2015, Mr. Clark was elected to the Board of Directors of Allianz Reinsurance America, Inc. Mr. Clark has both a Bachelor of Science in Industrial Engineering and a Master of Business Administration in Finance and Real Estate from the University of Wisconsin.

Takashi Fukui, Age 55, joined our Board of Directors in June 2024. Mr. Fukui is currently Executive Officer, International Sales Division of Tadano Ltd. based in Tokyo. He concurrently serves on the Boards of Directors for Tadano’s subsidiaries in America, Australia, Singapore, Thailand and India. Before joining Tadano in 2021, Mr. Fukui spent 30 years with Marubeni Corporation, mainly with its earth moving equipment business, with over 13 years of overseas assignments for distributor operations in the United Kingdom, Australia and Peru.

Frederick B. Knox, Age 83, joined our Board of Directors in September 2013. Mr. Knox has managed, operated and led numerous merger and acquisitions in large scrap and other metal businesses. Currently, Mr. Knox is providing consulting services to the scrap industry. From 2008 until April 1, 2015, Mr. Knox served as a Vice President and Chief Operating Officer of Mercer Company/Scholz. Mr. Knox was one of the original founders of Mercer Company, a company that was formed in 1986. Mr. Knox was a Vice President of the Mercer Company from its inception and also became its Chief Operating Officer in 1994. Mr. Knox held the position of Vice President and Chief Operating Officer for the Mercer Company until the Company was sold in 2008. Earlier in his career, Mr. Knox held various positions at Warren Scrap, Whittaker Corp., Rainbow Metals and Blaw Knox Corporation. Mr. Knox has his Bachelor of Sciences degree in Metallurgical Engineering from The Ohio State University.

Stephen J. Tober, Age 59, joined our Board of Directors in 2007. Mr. Tober is currently the Chief Executive Officer of Perspectus, Inc., a provider of virtual reality solutions for healthcare and education. From January 2019 to December 2019, Mr. Tober served as President of Tiber Health Corporation, a healthcare education company operating medical and health science schools. From April 2012 to May 2018, Mr. Tober served as Chief Executive Officer of Career Step, LLC, an online school offering career focused education and corporate training. From April 2009 to March 2012, Mr. Tober was the Chief Executive Officer of American InterContinental University and President of AIU Online, a Career Education Corporation school. From October 2008 until April 2009, Mr. Tober served as Chief Operating Officer of American InterContinental University.

 

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From April 2007 until September 2008 Mr. Tober served as the Managing Director and head of Corporate And Business Services of ThinkEquity Partners LLC a boutique institutional investment firm. As a result of his significant experiences as a CEO of several public and private companies as well as his investment experiences, Mr. Tober has actively supervised principal financial officers and evaluated as well as understood many complex financial statements. Finally, his experiences and his active supervision of financial matters have confirmed his ability to understand the importance of internal controls over financial reporting. The foundations of Mr. Tober’s business experiences are his earning a Bachelor of Arts from Amherst College and a Juris Doctor from the University of Virginia School of Law.

Market Price of the Company’s Common Stock

The Company’s common stock is listed on The NASDAQ Capital Market trading under the symbol MNTX. The following table sets forth, for the periods indicated, the high and low sales prices per share of the Company’s common stock:

 

     Market Price  
     High      Low  

2022

     

First Quarter

   $ 8.19      $ 6.66  

Second Quarter

   $ 7.86      $ 6.31  

Third Quarter

   $ 6.84      $ 4.20  

Fourth Quarter

   $ 5.95      $ 3.48  

2023

     

First Quarter

   $ 6.26      $ 3.75  

Second Quarter

   $ 5.73      $ 4.33  

Third Quarter

   $ 5.50      $ 4.42  

Fourth Quarter

   $ 9.16      $ 3.72  

2024

     

First Quarter

   $ 8.60      $ 6.15  

Second Quarter

   $ 7.85      $ 4.35  

Third Quarter (through  )

   $          $      

On    , the most recent practicable date before this proxy statement was distributed to the Company’s shareholders, the closing price of the Company’s common stock on Nasdaq was $   . You are encouraged to obtain current market quotations in connection with voting your shares.

Dividends

In the past two years, the Company has not declared or paid any cash dividends on its common stock.

Prior Public Offerings

During the past three years, none of the Company, Tadano, Merger Sub or any of their respective affiliates have made any underwritten public offering of shares of the Company’s common stock for cash that was registered under the Securities Act, or exempt from registration under Regulation A promulgated thereunder.

Transactions in the Company’s Common Stock

Except as set forth below, and other than the Merger Agreement and certain activity related to the Company’s equity compensation awards discussed elsewhere in this proxy statement, (i) none of the Company, its directors and executive officers, Tadano and Merger Sub and their respective affiliates have conducted any transactions with respect to shares of the Company’s common stock during the past 60 days and (ii) none of the Company, Tadano or Merger Sub or their respective affiliates have purchased shares of the Company’s common stock during the past two years.

 

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Transactions by the Company’s Directors and Executive Officers During the Last 60 Days

None of the Company’s directors or executive officers have conducted any reportable transactions with respect to the common stock within the last 60 days.

Other Transactions in Common Stock by the Company, Tadano and Merger Sub in the Last Two Years

The following table provides information about the Company’s purchases of equity securities during the past two years. The transactions represent repurchases by the Company from employees upon the vesting of Company RSUs to satisfy tax withholding obligations.

 

Period    Total
number
of shares
purchased
     Average
price
paid per
share ($)
     Range of prices paid
per share ($)
 

September 1—September 30, 2022

     —         —         —   

October 1—October 31, 2022

     —         —         —   

November 1—November 30, 2022

     —         —         —   

December 1—December 31, 2022

     656        4.49        4.48 – 4.83  

January 1— January 31, 2023

     —         —         —   

February 1—February 28, 2023

     —         —         —   

March 1—March 31, 2023

     7,605        5.22        5.12 – 5.32  

April 1—April 30, 2023

     —         —         —   

May 1—May 31, 2023

     —         —         —