![]() ACQUISITION OF GEHL: A STRATEGIC TRANSACTION FOR MANITOU - Monday September 8, 2008 - Exhibit (a)(1)(h) |
![]() 2 MAIN POINTS OF THE TRANSACTION The Transaction MANITOU has launched a friendly public tender offer for all the outstanding shares of GEHL common stock. MANITOU currently owns 14.4% of the equity of GEHL. Nature of the Offer Cash tender offer for $30 per share Transaction Amount $331m (€230m) for all diluted shares not currently owned by MANITOU Acquisition Financing Acquisition financed by a €210m 5-year loan and internally generated cash Timeline Tender offer formally commenced on September 8, 2008 and scheduled to expire at 5pm, New York City time, on October 20, 2008, unless extended |
![]() 3 MANITOU AT A GLANCE World leader in rough terrain material handling equipment with 2007 revenues of €1,260m covering a large range of products in three distinct industries: construction (52% in 2007), agriculture (23%) and industries (25%) marketed under the MANITOU® trademark Distribution through 600 exclusive and independent dealers in 120 countries 23 subsidiaries globally including 10 production facilities (7 in Europe, 1 in the US, 2 in China) Approximately 2,800 employees A history of growth and profitability - Between 1997 and 2007: Sales tripled Net income quadrupled - Net profitability of 7.8% in 2007 |
![]() 4 GEHL AT A GLANCE Major player in the compact equipment industry dedicated to the construction and agriculture markets with 2007 revenues of $458m and two strong trademarks - GEHL® and MUSTANG® Extensive independent dealer network with more than 650 dealers in North America and over 100 distributors in other areas Headquarters in West Bend, Wisconsin, two manufacturing facilities in Yankton and Madison, South Dakota, as well as a distribution subsidiary in Europe (Germany) Approximately 900 employees Long-term sustained growth - Revenues and net profit doubled between 1997 and 2007 |
![]() 5 COMPREHENSIVE RANGE OF COMPACT EQUIPMENT Telescopic Handlers Compact Track Loaders All-Wheel-Steer Loaders Skid Steer Loaders Compact Excavators Asphalt Pavers |
![]() 6 EVOLUTION OF THE STRATEGIC PARTNERSHIP WITH GEHL SINCE 2004 (1) 14.4% as at June 30, 2008 Signing of 2 strategic agreements in July 2004 - A symmetrical cross-selling agreement for the distribution of telescopic handers in the US - A licensing and manufacturing agreement allowing GEHL to produce the same models of MANITOU-designed telescopic handlers in the US Reinforcement of these agreements with an initial 14.9% equity investment by MANITOU in GEHL Development of an appreciation for GEHL over the course of the four-year partnership (2004-2008) including: - GEHL’s growth strategy - The quality of its distribution networks and products - The professionalism of its management team and other employees (1) |
![]() 7 THE ACQUISITION OF GEHL: A STRATEGIC INVESTMENT Establishment of global leadership in the rough terrain material handling equipment sector by building a presence in the US 1 1 A broader product offering with the addition of skid steer loaders where GEHL holds a strong position among market leaders 2 2 Numerous synergies driven by the optimization of purchasing, R&D, manufacturing and distribution networks 3 3 |
![]() 8 CONSOLIDATION OF WORLDWIDE LEADERSHIP IN ROUGH TERRAIN ACTIVITIES Creates global leader #2 position in North America Reaching of a critical size to serve US rental companies Rough Terrain Equipment Sales Volume Breakdown Rough Terrain Equipment Sales Volume Breakdown Total Market MANITOU MANITOU MANITOU + GEHL MANITOU + GEHL Sales Volume 2007 Sales Volume 2007 Sales Volume 2007 Sales Volume 2007 Sales Volume 2007 Sales Volume 2007 Others 14% Europe 73% North America 13% North America 2% Others 16% Europe 82% North America 40% Europe 51% Others 9% |
![]() 9 EXTENSION OF PRODUCT RANGE WITH THE SKID STEER LOADER Complementary product to the existing MANITOU rough terrain product line - Natural fit for many distritbutors, some of which are already distributing similar products - Similar technology requiring little investment in training of sales force or after-sales service support Expands the tool carriers concept promoted with MANITOU’s smaller telescopic handlers - Versatile usage with multiple attachments - Increasing usage in many different applications (construction, landscaping, agriculture, industrials) Additional source of revenue through attachments and part sales - Successful attachments distribution model through the wholly-owned subsidiary CE Attachments |
![]() 10 Rough Terrain Lifts / Telehandlers 70% Industrial Equipment 6% Parts & Accessories 11% Aerial Work Platforms 6% Others 7% MANITOU MANITOU MANITOU + GEHL MANITOU + GEHL EXTENSION OF PRODUCT RANGE WITH THE SKID STEER LOADER Rough Terrain Lifts / Telehandlers 60% Industrial Equipment 6% Parts & Accessories 11% Others 7% Aerial Work Platforms 5% Skid Steer Loaders 11% |
![]() 11 NUMEROUS SYNERGIES PURCHASING Cost reductions for main components as a result of: Increased volume of number of equipment (+60%) Standardization and use of common components RESEARCH & DEVELOPEMENT Cost reductions linked to: More efficient use of combined firms’ R&D resources Economies of scale for regulatory compliance (Tier III and Tier IV) |
![]() 12 NUMEROUS SYNERGIES MANUFACTURING Implementation of manufacturing best practices Flexibility of local production to take advantage of market, currency and volume fluctuations SALES AND MARKETING Capitalize on MANITOU’s international distribution network to accelerate sales development of GEHL® and MUSTANG® products Accelerate sales development in the US due to better support and coverage Increase sales volumes in geographic areas tied to the US dollar pricing Commercial synergies will accelerate the growth of GEHL resulting in a potential doubling of revenues over the next three to five years |
![]() 13 FINANCIAL STRUCTURE OF THE TRANSACTION Acquisition cost – Equity Value - $331m for 86.2% of GEHL’s capital valued at $30 per share - Representing an Equity Value of $379m for 100% of the capital Assumption of GEHL’s financial liabilities - Net financial debt of $73m as at June 30, 2008 - Liabilities related to the securitization program and financial scheme with limited recourse of approximately $250m as at June 30, 2008. This amount is reported off-balance sheet under US GAAP but should be reported on-balance sheet under IFRS Financing the transaction - Multi-currency credit facility €210m to finance the acquisition Two revolving lines of €50m and $125m to finance ongoing operations - Use of MANITOU’s available cash for the balance (1) (1) (1) Including stock appreciation rights and restricted stock |
![]() 14 FINANCIAL IMPACT OF THE TRANSACTION Accretive impact on MANITOU’s EPS - Positive impact as early as second half of 2009 - Significant double-digit impact starting in 2010 with the benefits of realized synergies Optimisation of the post-acquisition financial structure - Evolution from a net cash position to a controlled use of debt - Net financial debt estimated between 2.0x and 2.2x EBITDA at closing (approximately 1.1x to 1.3x excluding the impact of the securitization and limited recourse programs) - Planned substitution of securitization and limited recourse programs by off-balance sheet structure in line with industry practices |
![]() 15 TIMING AND DESCRIPTION OF THE TRANSACTION A Two-Step Process First-step all-cash tender offer followed by a second-step merger that results in MANITOU owning 100% of GEHL Tender offer scheduled to expire at 5pm, New York City time, on October 20, 2008, unless extended Offer subject to conditions specified in Offer to Purchase, including: – Tender of shares that, together with current 14.4% equity holdings of MANITOU, equal at least 66-2/3% of the GEHL shares on a fully diluted basis (after taking into account the cash-out of options and restricted stock in connection with the completion of the tender offer) + one share – Regulatory clearances from antitrust authorities Offer to Purchase mailed to GEHL shareholders on September 8, 2008 Second-step merger expected to close no later than 90 days after completion of tender offer |
![]() 16 IN CONCLUSION: A PROMISING STRATEGIC INVESTMENT A strong level of complementary activities in terms of regions / products Comparable business models Significant potential synergies Implementation of a financial strategy with a leverage impact An acceletation of the sales and profitability development of MANITOU |
![]() 17 ADDITIONAL INFORMATION ON GEHL |
![]() 18 GEHL SHARE PRICE EVOLUTION Source: Factset (In $) 0 5 10 15 20 25 30 35 40 45 5-Sep-03 5-Sep-04 5-Sep-05 5-Sep-06 5-Sep-07 5-Sep-08 Gehl Share Price |
![]() 19 GEHL KEY FINANCIALS (In $ m) 2002 2003 2004 2005 2006 2007 LTM June 2008 Revenue $232.6 $244.4 $325.2 $447.0 $486.2 $457.6 $400.3 % Growth -3.3% +5.1% +33.1% +37.4% +8.8% -5.9% -12.5% 5.2 4.9 21.7 38.8 46.1 43.6 29.1 % Margin 2.2% 2.0% 6.7% 8.7% 9.5% 9.5% 7.3% 1.0 2.6 14.1 22.1 28.1 24.9 14.1 Income from Operations Net Income |
![]() 20 NOTE TO INVESTORS Additional Information The tender offer described herein has commenced. The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of GEHL. Tenedor Corporation and MANITOU have filed a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer and GEHL has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Tenedor Corporation, MANITOU and GEHL intend to mail these documents to the shareholders of GEHL. These and other documents that MANITOU and GEHL have and will file with the SEC relating to the tender offer contain and will contain important information about the tender offer and shareholders of GEHL are urged to read them carefully. Shareholders of GEHL can obtain a free copy of these documents at http://www.manitou.com/ and http://www.gehl.com/ and the website maintained by the Securities and Exchange Commission at http://www.sec.gov/. In addition, shareholders will be able to obtain a free copy of these documents from MANITOU by contacting MANITOU’s Information Agent, D.F. King, at (800) 967-7921 or from GEHL by contacting GEHL’s Investor Relations Department at (262) 334-9461. Forward Looking Statements This press release contains forward-looking statements, including statements in connection with the tender offer and the proposed acquisition, which involve a number of risks and uncertainties. These statements are based on MANITOU’s and GEHL’s current expectations and beliefs. Actual results could differ materially from the results implied by these statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the offer or the merger set forth in the merger agreement will not be satisfied, changes in both companies’ businesses during the period between now and the closing, developments in obtaining regulatory approvals for the transaction; and difficulties that MANITOU may suffer in connection with its plans for financing the tender offer and acquisition of GEHL. Risks relating to the tender offer and merger are described in the documentation filed with the SEC by MANITOU and GEHL as referenced in the immediately preceding paragraph. Risks relating to GEHL are described in GEHL’s report on Form 10-K filed with the Securities and Exchange Commission (SEC) for the fiscal year ended December 31, 2007, and GEHL’s reports on Form 10-Q filed with the Securities and Exchange Commission (SEC) for subsequent quarterly periods. GEHL and MANITOU are under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise. |