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Published on 9/8/2008 in the Prospect News Special Situations Daily.

Manitou to buy Gehl for $450 million

By Lisa Kerner

Charlotte, N.C., Sept. 8 - Gehl Co. shareholder Manitou BF SA agreed to buy the company for $30 per share in an all-cash transaction valued at $450 million.

The per-share offer price is a 120% premium over the company's closing price on Sept. 5.

According to Gehl, Manitou subsidiary Tenedor Corp. began a tender offer on Monday for Gehl's outstanding shares, which will be followed by a second-step merger.

The offer is slated to end at 5 p.m. ET on Oct. 20.

A $14 million termination fee, payable by Gehl to Manitou, is included in the companies' merger agreement.

The fee is payable if Gehl terminates the offer to accept a superior offer. However, Manitou, Gehl's largest shareholder with a 14.4% interest, would be obligated to tender its shares into the superior offer, a Gehl news release stated.

Manitou chief executive officer Marcel-Claude Braud is a Gehl director but did not participate in deliberations concerning the tender offer.

Gehl CEO William D. Gehl said the merger is the next step in Gehl's evolution to becoming "a more significant player in the global compact equipment marketplace."

Foley & Lardner LLP and Robert W. Baird & Co. advised Gehl.

Located in West Bend, Wis., Gehl manufactures compact equipment used in construction and agricultural markets.

Manitou manufactures and distributes material-handling equipment used in the construction, agriculture and industrial markets. The company is based in Ancenis, France.

Acquirer:Manitou BF SA
Target:Gehl Co.
Announcement date:Sept. 8
Transaction total:$450 million
Price per share:$30.00
Termination fee:$14 million
Expected closing:Upon approvals
Stock price for target:Nasdaq: GEHL: $13.66 on Sept. 5

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