FAQ

Shyft and Aebi Schmidt are to combine in an all-stock merger to create a leading specialty vehicles company positioned for outsized growth. This combination will create a scaled up global leader with a strong presence in the attractive North American market. This position will be complemented by Aebi Schmidt's established presence across Europe diversifying our revenue exposure. This transaction delivers significant value to Shyft's shareholders who will own 48% of a company with increased revenue and earnings.

Combining with Aebi Schmidt is a powerful next step in Shyft’s strategy. The combination creates a compelling opportunity to deliver more value than Shyft or Aebi Schmidt could achieve as standalone businesses by bringing together the strengths of both companies’ industry leading brands, innovative products, extensive customer relationships, and manufacturing excellence.

The transaction creates a leading specialty vehicle producer with a scaled platform in the attractive North American market, representing approximately 75% of the combined company’s revenue, complemented by Aebi Schmidt’s European presence.

The combination will bring together two highly complementary product suites. This expanded product suite will enhance the ability to better serve customers and deliver increased value by expanding the combined company’s production footprint and sales distribution capabilities, and scale both innovative solutions and deliver end-to-end value.

The combined company will have pro forma 2025 estimated revenue of $2.2 billion and adjusted EBITDA of $200 million+, including synergies. Pro forma net debt will be approximately $485 million as of September 30, 2024.

Together, Shyft and Aebi Schmidt expect to generate $20 to $25 million of annual run-rate cost synergies driven by cost optimization and operational efficiency gains across a stronger distribution platform and approximately $5 million in additional adjusted EBITDA opportunity from near-term revenue synergies from cross-selling and geographic expansion. These synergies are expected to be realized by the second year following the close of the transaction, resulting in double-digit EBITDA margins of the combined organization.

Aebi Schmidt is an ideal partner because their strong footprint in North America and proven track record of driving robust financial returns – coupled with their successful execution of M&A - will create a combined company with more scale and opportunities for Shyft shareholders.

This transaction will quickly deliver a step-function increase in value and address long term challenges. As a combined company, Shyft and Aebi Schmidt will be able to de-lever and achieve synergies quickly in support of Shyft’s long-term strategy.  

The combination will enhance the ability to better serve customers and deliver increased value through an expanded production footprint, sales distribution capabilities, innovative solutions, and deliver end-to-end value. These combined capabilities will create a highly competitive company, better positioned to drive outsized growth.

Under the terms of the agreement, each outstanding share of Shyft common stock will be exchanged for 1.04 shares of the combined company's common stock.

At closing, Shyft shareholders will own 48 percent of the combined company, and Aebi Schmidt shareholders will own 52 percent.

Shyft and Aebi Schmidt expect to generate annual run-rate synergies of $25M – $30M by year 2.

This includes $20 to $25 million of annual run-rate cost synergies driven by cost optimization and operational efficiency gains across a stronger distribution platform and approximately $5 million in additional adjusted EBITDA opportunity from near-term revenue synergies from cross-selling and geographic expansion. 

The transaction is expected to close by mid-2025, subject to the satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by Shyft shareholders.

Barend Fruithof, CEO of Aebi Schmidt, will serve as CEO, and James Sharman, Chairman of Shyft, will serve as Chairman of the combined company. John Dunn, CEO and President of Shyft, will remain a key advisor to the executive team and will serve as the execution and integration lead.

Additional leadership will draw on the executive teams from both companies. The combined company will benefit from highly experienced leadership with a strong track record of creating and delivering significant value, particularly from M&A.

The company will be NASDAQ listed and Swiss domiciled, headquartered in Switzerland, with a strong presence and significant footprint in the US.