The Shyft Group (SHYF) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates a top-three global specialty vehicles leader with strong North American and European presence, leveraging complementary portfolios and customer-centric innovation.

• Advances position in high-growth commercial infrastructure, agriculture, snow and ice, and street sweeping markets, diversifying into other attractive segments.

• Enables cross-selling, innovation, and expanded customer value through broader product offerings and enhanced production, sales, and service capabilities.

• Builds on both companies' operational excellence, established customer relationships, and proven M&A integration track records.

• Experienced management teams will lead the combined entity, supporting long-term growth.

Financial terms and conditions

• All-stock, tax-free merger with Shyft shareholders owning 48% and Aebi Schmidt shareholders 52% of the combined company; each Shyft share exchanged for 1.04 shares of the new company.

• Combined company to be listed on NASDAQ, domiciled and headquartered in Switzerland, with a significant US footprint.

• Pro forma net debt of $485 million as of September 30, 2024, with fully committed financing at closing.

• 2024 pro forma revenue expected at ~$1.95 billion and adjusted EBITDA of ~$200 million, including synergies.

• EPS accretive in year one, with ROIC above cost of capital by year three.

Synergies and expected cost savings

• Identified $25–$30 million in annual run-rate synergies by year two, including $20–$25 million in cost synergies and $5 million in near-term revenue synergies from cross-selling and geographic expansion.

• Cost savings from vertical integration, supply chain optimization, and operational efficiencies.

• Synergies expected to drive growth, margin, and free cash flow accretion, with double-digit EBITDA margins.

• Synergies targeted to be achieved by the second year post-close.