Shyft — Merger or Acquisition (April 2025)
37 slides from Shyft's merger presentation, Apr 29, 2025
Slide 1: Merger of Shyft Group and Aebi Schmidt Group Investor Presentation
Merger of Shyft Group and Aebi Schmidt Group April 2025 Investor presentation
Slide 2: Forward-Looking Statements
Forward - Looking Statement s Certain statements in this presentation are forward - looking statements. In some cases, Shyft has identified forward - looking stat ements by such words or phrases as "will likely result," "is confident that," "expect," "expects," "should," "could," "may," "will contin
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: Non-GAAP financial measures
4 This presentation presents Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), adjusted net income, adjusted earnings per share, and free cash flow, each of which is a non - GAAP financial measure . We define Adjusted EBITDA as income before interest, income taxes, de
Slide 5: Agenda: Combination Overview
+ Combination Overview 1 Aebi Schmidt Overview 2 Shyft Group Overview and Q1 2025 Update 3 Conclusion 4 Appendix: Additional Support Information
Slide 6: Combination Creates Leading Specialty Vehicles Company
6 Ownership 52% 48% MergeCo 2025E Pro Forma (1)(2)(3) ~$ 2.2 B Revenue (2) ~$214M Adjusted EBITDA (3) ~10% margin Scaled - up global specialty vehicles leader focused on attractive North American market, with a strong European presence Expanded portfolio, shared innovation, and deep relationships st
Slide 7: Combination Creates Top Specialty Vehicles Leader
Combination Creates Top 3 Specialty Vehicles Leader Source: Company information, FactSet; Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/13/24) 1. REV Group fiscal year end of October 31, 2023 2. Palfinger an
Slide 8: Pro Forma Combined Revenue by Geography and End Market
2023 Revenue ($M) $523 North America Europe & ROW $872 + Pro Forma Combined ~$1.9B $1,395 75% $457 25% $523 $457 $872 100% 53% 47% Source: Company information; Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05 (as of 12/1
Slide 9: Value Proposition: Shyft and Aebi Schmidt Coming Together
Value Proposition Shyft and Aebi Schmidt Coming Together Broad, diversified offering with l ow cyclicality Accelerates upfit and after sales opportunity Immediate synergies/track record of integration Scale/size to be more aggressive in M&A Strong functional expertise in electrification Customer - c
Slide 10: Significant Synergy Value with Additional Upside
10 • Vertical integration • Cost - saving opportunities from combined supply chain organization • Operational efficiency gains in capacity optimization of production and uplift locations in U.S. • Streamlined leadership team and corporate services Additional Long - term Value Potential Technology an
Slide 11: Combination Unlocks Synergy Potential with Customers
Combination Unlocks Attractive Synergy Potential with Customers Expanding Regional Reach and Unlocking Cross - Selling Opportunities for Nationwide Growth Potential to win nationwide customers Leverage existing customer relationships and cross - selling • US - nationwide t elec om company operates >
Slide 12: Composition of Combined Board of Directors
▪ 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 ▪
Slide 13: A Winning Executive Leadership Team
13 A Winning Executive Leadership Team Strong Track Record of Operational Excellence and M&A Integration Represents location Europe North America Group Functions Group CEO Barend Fruithof 38 Years of Experience CEO Europe Henning Schröder 23 Years of Experience President Commercial & Fleet Jacob Far
Slide 14: MergeCo Pro Forma Historical Financials
14 Source: Preliminary S - 4 Registration Statement, company information 1) 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 Financials Pro Forma Combined Sales and Adjusted EBITDA 7.9% % S
Slide 15: End-to-End Value Proposition for Customers
WINTER MOTORHOME COMMERCIAL INFRASTRUCTURE END - TO - END VALUE PROPOSITION FOR CUSTOMERS SHYFT Service Truck Bodies AEBI SCHMIDT Work Truck Upfitting x Advanced production facilities x Engineering excellence OPERATIONAL EFFICIENCY x Established fleet customer relationships x Sales expertise for mun
Slide 16: Agenda: Aebi Schmidt Overview
+ Combination Overview 1 Aebi Schmidt Overview 2 Shyft Group Overview and Q1 2025 Update 3 Conclusion 4 Appendix: Additional Support Information
Slide 17: Serving Attractive End Markets with Comprehensive Offering and Leading Brands
Street Sweeping & Marking, Environmental Maintenance Snow & Ice Clearing Airport Snow & Ice Clearing Agriculture Commercial Trucks & Trailers Source: Company information, Aebi Schmidt financials presented on a Swiss GAAP FER basis; Financials converted to USD using a EUR / USD exchange rate of 1.05
Slide 18: Strong Brands with Leading Positions in Growing Markets
Strong brands with leading positions in growing markets in the United States and Europe Market Leading Product Offerings Across Attractive, Diverse Geographies and End Markets Source: Company information, Third Party Advisor 1) The US flag is indicative of North America (US and Canada); EU flag is i
Slide 19: KPI-Driven Management Approach Drives Value Creation
Introduced management KPI framework to steer the Company to ensure profitability and positive cash flow KPI - Driven Management Approach Drives Value Creation 19 Market Financials Innovation & Process People Management KPI • Organic growth • Market position per Business Area • EBIT margin • Plant ef
Slide 20: Strong Track Record of M&A Execution and Integration
Source: Company information Strong Track Record of M&A Execution, Integration and Synergy Realization to Drive Value Creation 268 353 21 39 2021A 2024E 2021A 2024E Landmark transaction, boosting US and commercial vehicles presence Revenue ($M) EBITDA ($M) +32% +83% Acquisition of leading US manufact
Slide 21: Significant Integration Experience to Capture M&A Value
Source: Company information Significant Integration Experience to Capture M&A Value Monroe Truck Equipment Year of Acquisition 2021 Rationale Enhance market presence in North America and expand into new business areas (commercial) Locations 8 locations in North America Integration Highlights • Imple
Slide 22: Agenda: Shyft Group Overview and Q1 2025 Update
+ Combination Overview 1 Aebi Schmidt Overview 2 Shyft Group Overview and Q1 2025 Update 3 Conclusion 4 Appendix: Additional Support Information
Slide 23: The Shyft Group At A Glance
FVS $434 SV $348 Blue Arc Specialty Vehicles & Services (SV) Fleet Vehicles & Services (FVS) $786M (1) The Shyft Group At A Glance 23 Solid product portfolio aligned to attractive growth markets 21 manufacturing locations reaching ~85% of U.S. population 9 leading brands across 2 operating segments
Slide 24: Shyft 1Q 2025 Highlights
Shyft 1Q 2025 Highlights <2.0x Net Leverage Ratio Adjusted EBITDA $205M 3% increase YoY Sales Strong start to the year with continued balance sheet strength $12M 6 % of Sales $335 M 7% improvement vs. YE 2024 Backlo g 1 24 x Blue Arc sales of $26.3M x Shyft adjusted EBITDA margins doubled YoY FVS
Slide 25: Shyft 2025 Full-Year Outlook
Shyft 2025 Full - Year Outlook Laser focused on delivering profitable growth and free cash flow year - over - year Sales • Assumes modest market recovery weighted toward the second half of the year for parcel and motorhome • Sales growth led by demand for infrastructure related products $ 870 to $97
Slide 26: On Track With Milestones Related to Proposed Merger
Combined company to be named “Aebi Schmidt Group” and expected new ticker symbol “AEBI” to be listed in the U.S. on the Nasdaq On Track With Milestones Related to Proposed Merger Closing Transaction expected to close by mid - 2025 + x x x 26 Note: Supplemental investor materials can be found at: www
Slide 27: Agenda: Conclusion
+ Combination Overview 1 Aebi Schmidt Overview 2 Shyft Group Overview and Q1 2025 Update 3 Conclusion 4 Appendix: Additional Support Information
Slide 28: Combination Creates Highly Attractive Investment Opportunity
Shyft Group and Aebi Schmidt Combination Creates Highly Attractive Investment Opportunity 28 1 Industry leader with significant scale, North American focus and global reach 3 Significant synergy value creation through growth and profit optimization with additional value upside 4 Strong financial pro
Slide 29: Appendix: Additional Support Information
+ Combination Overview 1 Aebi Schmidt Overview 2 Shyft Group Overview and Q1 2025 Update 3 Conclusion 4 Appendix: Additional Support Information
Slide 30: Well Positioned to Navigate Macroeconomic Change
30 Well Positioned to Navigate Macroeconomic Change Comparably 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 o
Slide 31: Positive Momentum with Customers
31 Positive Momentum with Customers Landmark Contract Win with Minneapolis - St. Paul Airport and First Delivery of Blue Arc Trucks Landmark Contract with Minnesota Airport • Aebi Schmidt secures a landmark ~$56M contract with Minneapolis - St. Paul International Airport (MSP) to enhance snow remova
Slide 32: Aebi Schmidt Sales and Adjusted EBITDA
32 Source: Preliminary S - 4 Registration Statement, Aebi Schmidt audited financials under US GAAP and in USD reporting currency 1) Adjusted EBITDA and Adjusted EBITDA margin are non - GAAP financial measures, see appendix for a reconciliation Sales ($M) Adj. EBITDA (1) ($M) 474 493 542 593 2023A 20
Slide 33: Aebi Schmidt Net Working Capital, Net Debt and Equity
33 Source: Preliminary S - 4 Registration Statement, Aebi Schmidt audited financials under US GAAP and in USD reporting currency 1) Consisting of total current assets excluding cash and cash equivalents, less total current liabilities excluding operating le ase liability and current portion of long
Slide 34: MergeCo Pro Forma Net Debt and Equity
34 Source: Preliminary S - 4 Registration Statement, company information 1) Including finance lease obligations of $2.5M, but excluding long - term shareholder loans (subordinated) of $52.0M as per Dec - 24 2) PF combined adj. EBITDA of $138M, Shyft EBITDA of $38.6M incl. non - cash stock - based co
Slide 35: MergeCo Capital Allocation Strategy
35 Cash Flow Generation – Drive free cash flow with efficient working capital management 1 Capital Structure – Maintain a healthy balance sheet 2 Organic and M&A Investment – Invest in growth 3 Portfolio Optimization – Ensure focus on highest ROIC businesses 4 Efficient capital deployment while main
Slide 36: Shyft Group Product Profile
Shyft Group Product Profile • Lightweight aluminum body with a modularized cargo area, with driver ergonomics options and a low step - in height for easy entry and egress Walk - in Vans FVS segment • Highly customizable cargo area for maximum versatility and manufactured with anti - rust galvanized
Slide 37: Aebi Schmidt Product Profile
• Products sold under Meyer, ELP, Schmidt and MB brands - Plows, Cirron, SNK, Tellefsdal, Tarron, EN, CP, FLL, MP, CPS, PV • Offers snow plough for removal of packed and frozen snow for winter maintenance in urban and mountainous regions Snow Ploughs • Products sold under Aebi brand - Terratrac • Of