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Form 8-K Manitex International, For: Jan 15

January 21, 2015 5:21 PM EST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January�15, 2015

MANITEX INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

Michigan 001-32401 42-1628978

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

9725 Industrial Drive, Bridgeview, Illinois 60455

(Address of Principal Executive Offices) (Zip Code)

(708) 430-7500

(Registrant�s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item�2.01. Completion of Acquisition or Disposition of Assets.

PM Group Acquisition Closing

As previously disclosed, on July�21, 2014 Manitex International, Inc. (the �Company�) entered into a series of agreements to acquire PM Group S.p.A, (�PM Group�), a manufacturer of truck mounted cranes based in San Cesario sul Panaro, Modena, Italy. On January�15, 2015, the Company�s acquisition of PM Group closed. The aggregate consideration paid by the Company for PM Group was $91 million, which reflects exchange rates in effect at the closing, and compares to the previously disclosed purchase price of $107 million. The consideration consisted of $21 million of cash, the assumption of $60 million of debt, which is non-recourse to the Company and one million shares of Company common stock.

A copy of the press release issued by the Company on January�15, 2015 announcing the closing of the PM Group acquisition is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item�2.03. Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant.

The information set forth under Item�2.01 above is incorporated herein by reference.

Item�9.01. Financial Statements and Exhibits.

See the Exhibit Index set forth below for a list of exhibits included with this Current Report on Form 8-K.

(a) Financial Statements of Business Acquired.

The required financial statements will be filed as soon as practicable, but in any event no later than 71 calendar days after the date by which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The required pro forma financial statements will be filed as soon as practicable, but in any event no later than 71 calendar days after the date by which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

See the Exhibit Index set forth below for a list of exhibits included with this Current Report on Form 8-K.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MANITEX INTERNATIONAL, INC.
By:

/S/ DAVID H. GRANSEE

Name: David H. Gransee
Title: Vice President and CFO

Date: January�21, 2015


EXHIBIT INDEX

Exhibit

Number

��

Description

99.1 �� Press release dated January 15, 2015.

Exhibit 99.1

Manitex International, Inc. Announces Successful Completion of the Acquisition of PM Group, S.p.A.

Knuckle Boom Cranes Added to Manitex�s Family of Products

BRIDGEVIEW, Il., January�15, 2015 � Manitex International, Inc. (Nasdaq: MNTX), a leading international provider of cranes and specialized material and container handling equipment, today announced that it has successfully completed its previously announced acquisition of PM Group S.p.A. (�PM�) The purchase price of $91 million, which reflects exchange rate changes in effect at the closing, compares to the previously announced price of $107 million, and consisted of cash consideration of $21 million, assumed non-recourse debt of $60 million, and one million shares of Manitex common stock. Financing for the cash portion of the purchase price was provided by Manitex�s recently announced new bank credit facilities and the issuance of new convertible subordinated notes to institutional investors.

David J. Langevin, Chairman and CEO of Manitex International stated, �We welcome PM Group to the Manitex family, and look forward to providing our dealers another exceptional product line to offer to their customers. Knuckle booms cranes have been gradually gaining traction in the North American markets in the past few years and we believe that this is a very exciting opportunity for Manitex and our shareholders. We have already begun the planning process for additional knuckle boom production here in North America, and expect to introduce this exciting new product line throughout our North American dealerships this year. Additionally, we expect to accelerate the distribution of Manitex product through the broad international PM sales network. By our introduction of this product line into the US we expect, over time, to increase the overall PM knuckle boom business above its historical levels. The PM acquisition is expected to be accretive to our net earnings in 2015 and beyond. The addition of PM, together with ASV, our new joint venture with Terex Corporation, positions Manitex to start 2015 at an annual sales run rate of approximately $500 million.�

PM based in Modena, Italy is a leading Italian manufacturer of truck mounted hydraulic knuckle boom cranes with a 50-year history of technology and innovation, and a product range spanning more than 50 models. Its largest subsidiary, Oil�& Steel, �O&S�, is a manufacturer of truck-mounted aerial platforms with a diverse product line and an international client base. PM had revenues through December 2014 of approximately $100 million with EBITDA margins consistent with those of Manitex International.

Forward-Looking Statement

Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act of 1995: This release contains statements that are forward-looking in nature which express the beliefs and expectations of management including statements regarding the Company�s expected results of operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; and statements of management�s goals and objectives and other similar expressions concerning


matters that are not historical facts. In some cases, you can identify forward-looking statements by terminology such as �anticipate,� �estimate,� �plan,� �project,� �continuing,� �ongoing,� �expect,� �we believe,� �we intend,� �may,� �will,� �should,� �could,� and similar expressions. Such statements are based on current plans, estimates and expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the Company�s future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. These factors and additional information are discussed in the Company�s filings with the Securities and Exchange Commission and statements in this release should be evaluated in light of these important factors. Although we believe that these statements are based upon reasonable assumptions, we cannot guarantee future results. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

About Manitex International, Inc.

Manitex International, Inc. is a leading worldwide provider of highly engineered specialized equipment including boom trucks, cranes, container handling equipment and reach stackers, rough terrain forklifts, and other related equipment. Our products, which are manufactured in facilities located in the USA, Canada, and Italy, are targeted to selected niche markets where their unique designs and engineering excellence fill the needs of our customers and provide a competitive advantage. We have consistently added to our portfolio of branded products and equipment both through internal development and focused acquisitions to diversify and expand our sales and profit base while remaining committed to our niche market strategy. Our brands include Manitex, CVS Ferrari, PM, Badger, Liftking, Load King, Sabre, and Valla. ASV, our Joint Venture with Terex Corporation, manufactures and sells a line of high quality compact track and skid steer loaders.

Contact:

Manitex International, Inc.

David Langevin

Chairman and Chief Executive Officer

(708) 237-2060

[email protected]

Darrow Associates, Inc.

Peter Seltzberg, Managing Director

Investor Relations

(516) 510-8768

[email protected]



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