Shyft — Merger or Acquisition (April 2025)
21 slides from Shyft's merger presentation, Apr 4, 2025
Slide 1: Merger of Shyft Group and Aebi Schmidt Group: S-4 Supplement Presentation
Merger of Shyft Group and Aebi Schmidt Group April 4, 2025 S-4 Supplement Presentation
Slide 2: Forward-Looking Statement
Forward-Looking Statement Certain statements in this Current Report on Form 8-K are forward-looking statements. In some cases, Shyft has identified forward-looking statements by such words or phrases as “will likely result,” “is confident that,” “expect,” “expects,” “should,” “could,” “may,” “will c
Slide 3: No offer or solicitation
No offer or solicitation This communication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitatio
Slide 4: Agenda
Agenda 1 Transaction Update 2 Update on Combined Leadership Team 3 Business Update 4 Pro-Forma US GAAP Financials 5 Time to Completion John Dunn President and CEO Barend Fruithof Group CEO James Sharman Chairman of the Board
Slide 5: Transaction Update
1 Transaction Update 2 Update on Combined Leadership Team 3 Business Update 4 Pro-Forma US GAAP Financials 5 Timeline to Completion
Slide 6: Key Transaction Updates
Key Transaction Updates Significant progress across all workstreams, on-track for closing by mid-2025 Agreement on combined company to be named “Aebi Schmidt Group”(1) Expected new ticker symbol “AEBI” of the combined company and listed in the US on Nasdaq Regular management discussions on organizat
Slide 7: Update on Combined Leadership Team
1 Transaction Update 2 Update on Combined Leadership Team 3 Business Update 4 Pro-Forma US GAAP Financials 5 Timeline to Completion
Slide 8: Composition of Combined Board of Directors and Board Committees
Paul Mascarenas (Chair, Independent) Andreas Rickenbacher (Independent) Patrick Schaub (Independent) Governance and Sustainability Committee Compensation Committee Andreas Rickenbacher (Chair, Independent) James A. Sharman (Independent) Angela Freeman (Independent) Audit Committee Patrick Schaub (Ch
Slide 9: A Winning Executive Leadership Team
9 A Winning Executive Leadership TeamStrong Track Record of Operational Excellence and M&A Integration Represents location MarcoPortmann 20 Years of Experience Europe North America Group Functions Group CEO Barend Fruithof 38 Years of Experience CEO Europe Henning Schröder 23 Years of Experience Pre
Slide 10: Business Update
1 Transaction Update 2 Update on Combined Leadership Team 3 Business Update 4 Pro-Forma US GAAP Financials 5 Timeline to Completion
Slide 11: Well Positioned to Navigate Macroeconomic Change
11 Well Positioned to Navigate Macroeconomic ChangeComparably Limited Risk from new Tariffs and Trade Policies – Opportunity to win Market Share Aebi Schmidt Shyft Organizational Actions Implemented a dedicated task force led by Group Supply Chain Management Continuous tracking and monitoring of the
Slide 12: Positive Momentum with Customers
12 Positive Momentum with CustomersLandmark Contract Win with Minneapolis-St. Paul Airport and First Delivery of Blue Arc Trucks Landmark Contract with Minnesota Airport Aebi Schmidt secures a landmark ~$56M contract with Minneapolis-St. Paul International Airport (MSP) to enhance snow removal opera
Slide 13: Pro-Forma US GAAP Financials
1 Transaction Update 2 Update on Combined Leadership Team 3 Business Update 4 Pro-Forma US GAAP Financials 5 Timeline to Completion
Slide 14: Aebi Schmidt Sales and Adjusted EBITDA
14 Source: Preliminary S-4 Registration Statement, Aebi Schmidt audited financials under US GAAP and in USD reporting currency 1) Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures, see appendix for a reconciliation Sales ($M) Adj. EBITDA(1) ($M) 2023A 2024A 1,016 1,086 2023A
Slide 15: Aebi Schmidt Net Working Capital, Net Debt and Equity
15 Source: Preliminary S-4 Registration Statement, Aebi Schmidt audited financials under US GAAP and in USD reporting currency Consisting of total current assets excluding cash and cash equivalents, less total current liabilities excluding operating lease liability and current portion of long-term d
Slide 16: MergeCo Pro Forma Historical Financials
16 Source: Preliminary S-4 Registration Statement, company information Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures Sales 2024A ($M) Adj. EBITDA(1) 2024A ($M) 6.2% 9.1% MergeCo Pro Forma Historical FinancialsPro Forma Combined Sales and Adjusted EBITDA 7.9% % Sales Aebi
Slide 17: MergeCo Pro Forma Net Debt and Equity
17 Source: Preliminary S-4 Registration Statement, company information Including finance lease obligations of $2.5M, but excluding long-term shareholder loans (subordinated) of $52.0M as per Dec-24 PF combined adj. EBITDA of $138M, Shyft EBITDA of $38.6M incl. non-cash stock-based compensation expen
Slide 18: Timeline to Completion
1 Transaction Update 2 Update on Combined Leadership Team 3 Business Update 4 Pro-Forma US GAAP Financials 5 Timeline to Completion
Slide 19: Next Steps Until Closing
Next Steps Until Closing 19 Significant progress across all workstreams, on-track for closing by mid-2025 Q1 earnings release of Shyft including update on both companies on April 24, 2025 Special meeting of The Shyft Group shareholders to approve the merger expected in mid-2025 Periodic joint manage
Slide 20: Investor and Media Contacts
Randy Wilson Vice President, Investor Relations and Treasury [email protected] / 248.727.3755 Media Sydney Machesky Director, Corporate Communications [email protected] / 586.413.4112 Investors
Slide 21: YI,
YI,