SEC Form 8-K filed by Manitex International Inc.

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): December 16, 2024

MANITEX INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

(708) 430-7500

(Registrant’s telephone number, including area code)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As previously disclosed, on September 12, 2024, Manitex International, Inc., a Michigan corporation (“Manitex” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tadano Ltd., a Japanese corporation (“Tadano”) and Lift SPC Inc., a Michigan corporation and wholly owned subsidiary of Tadano (“Merger Sub”). On the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Tadano.

On November 20, 2024, the Company filed a definitive proxy statement (the “Proxy Statement”) for a Special Meeting of Shareholders (the “Special Meeting”) to be held at 11:00 a.m., Central Time on December 20, 2024, at the Company’s principal executive offices located at 9725 Industrial Drive, Bridgeview, Illinois, 60455.

Following announcement of the Merger, as of the date of this Supplement, a purported shareholder of the Company has filed a complaint on November 27, 2024 with the State of Michigan in the Circuit Court for the 30th Judicial Circuit, Ingham County, entitled Joel Zalvin v. Ronald Clark, J. Michael Coffey, Frederick Knox, Takashi Fukui, David Langevin, Stephen Tober, Manitex International Inc., Tadano Ltd. and Lift SPC Inc., Case No. 24-962-CB (the “Complaint”). Among other things, the Complaint, which was served on the Company on December 3, 2024, alleges that the Proxy Statement omitted material information with respect to the Merger, demands that the Merger be enjoined unless certain supplemental disclosures are made, and seeks to enjoin the defendants from breaching their fiduciary duties and to require them to remedy alleged false and misleading statements in the Proxy Statement. Certain other purported shareholders have sent demand letters to the Company making allegations and demands similar to those in the Complaint. It is possible that other complaints will be filed or demand letters received. The Company believes that the alleged omissions are immaterial and that no supplemental disclosure is required by applicable rule, statute, regulation or law.

Solely to avoid the costs, risks and uncertainties inherent in litigation and to allow the Company’s shareholders to vote on the proposals required in connection with the Merger, the Company on December 13, 2024, agreed to make available additional information to its shareholders to supplement the disclosures contained in the Proxy Statement (“Supplemental Disclosures”), in advance of the Special Meeting. The Supplemental Disclosures are set forth below and should be read in conjunction with the Proxy Statement.

The agreement to make the Supplemental Disclosures will not affect the Merger consideration to be paid to the Company’s shareholders in connection with the Merger or the timing of the Special Meeting.

The Company and the other defendants, including Tadano and Merger Sub, have vigorously denied, and continue vigorously to deny, that they have committed any violation of law or engaged in any of the wrongful acts that were or could have been alleged in the Complaint and the demand letters, and expressly maintain that they did not issue or cause to be issued an allegedly materially misleading and incomplete Proxy Statement in connection with the Merger or violate any fiduciary duties or disclosure obligations under Michigan law, and that they are entering into the agreement to make the Supplemental Disclosures solely to eliminate the burden and expense of further litigation and to avoid any possible delay to the closing of the Merger that might arise from further litigation. Nothing in this document shall be deemed an admission of the legal necessity or materiality under any applicable laws of any of the disclosures set forth herein.

The information contained herein and in the Supplemental Disclosures should be read in conjunction with the Proxy Statement, which should be read in its entirety, along with the periodic reports and other information the Company has filed with the Securities and Exchange Commission (the “SEC”). To the extent that the information set forth herein differs from or updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement. All page references below are to pages in the Proxy Statement, and terms used below, unless otherwise defined herein, have the meanings given to such terms in the Proxy Statement. Paragraph references used herein refer to the Proxy Statement before any additions or deletions resulting from the supplemental disclosures. The information contained herein speaks only as the date of this Supplement, unless the information indicates another date applies.

The information contained herein speaks only as of December 16, 2024 unless the information specifically indicates that another date applies.

SUPPLEMENTAL DISCLOSURES TO DEFINITIVE PROXY STATEMENT

This Supplement supplements and updates the disclosures in the Proxy Statement as follows.

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“The transactions observed, corresponding premiums paid and certain additional details related to this analysis are set forth in the table below.”

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Notes:

In performing this analysis, BGL calculated terminal values of the Company by applying a range of perpetuity growth rates of 1.25% to 1.55% (for both the Initial Company Management Projections and the Updated Company Management Projections), to determine a terminal year estimate of the unlevered, after-tax free cash flows that the Company was forecasted to generate based on the Initial Company Management Projections and the Updated Company Management Projections, respectively. The range of perpetuity growth rates of 1.25% to 1.55% was estimated by BGL utilizing its professional judgment and experience and taking into account a number of factors, including market expectations regarding long-term real growth of gross domestic product and inflation in the geographies the Company operates in. The perpetuity growth rate applicable to the Company in four years for the purposes of this analysis was assumed to be 1.40%, which was determined by BGL in its professional experience and judgment to be in-line with the weighted average of the Organization for Economic Co-Operation and Development’s Real GDP Long-Term Forecast for the U.S., Canada, Eurozone, and of All Other OECD Countries, weighted for the Company’s respective revenue exposure to each geography. Additional details regarding the Real GDP Long-Term Forecast (compound annual growth rate between 2028 and 2060) by geography, as weighted based on the Company’s revenue exposure to each geography, is set forth below:

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Once the perpetuity growth rate of 1.40% was selected, a range 1.25% to 1.55% was created by BGL utilizing its professional judgment and experience by adding and subtracting 0.15% to the perpetuity growth rate selected.

The unlevered cash flows and terminal values in each case were then discounted to present value as of June 30, 2024, using discount rates ranging from 15.70% to 16.10% (for both the Initial Company Management Projections and Updated Company Management Projections). This range was created by adding or subtracting 0.20% to the 15.9% discount rate selected, which was selected based on an estimate of the Company’s weighted average cost of capital (cost of equity and cost of debt) utilizing BGL’s professional judgment and experience and the mid-year cash flow discounting convention. As inputs to the weighted average cost of equity, BGL took into account, among other things, risk-free rate (based on the US 20 year treasury data as of September 11, 2024), market risk premium (based on data published in Kroll “Cost of Capital Navigator” as of July 2024) and a market capitalization size premium of 7.60% (based on data obtained from the Center for Research in Security Prices Deciles Size Data for companies in market capitalization Decile 10B as of December 2023, which included companies with a market capitalization between $1.576 million and $97.398 million). As inputs to the weighted average cost of debt, BGL took into account the pre-tax cost of debt and post-tax cost of debt and used an interest rate of 8.0% based on the Company’s weighted average cost of debt as of June 30, 2024.

BGL calculated the following terminal values for the Company with respect to the Management Case and Updated Management Case utilizing the perpetuity growth rate range of 1.25% to 1.55% and discount rate range of 15.70% to 16.10%:

($ in thousands)

Based on its analysis, BGL calculated a range of implied Equity Values for the Company for the Initial Company Management Projections and the Updated Company Management Projections, after adjusting in both instances for net debt as of June 30, 2024 (approximately $84.2 million), the implied value of the Rabern Non-Controlling Interest, and estimated Company transaction expenses as of September 11, 2024 (approximately $6.2 million). BGL then divided these ranges of implied Equity Values by the number of fully diluted shares of Company common stock (equal to 21,113,504 as of September 11, 2024, as provided by Company management), to derive a range of implied equity values per share of Company common stock of (i) $4.65 to $5.04 based on the Initial Company Management Projections, and (ii) $4.62 to $5.01 based on the Updated Company Management Projections. BGL compared these ranges to the per share merger consideration of $5.80 to be paid to holders of Company common stock (other than the holders of Excluded Shares) pursuant to the Merger Agreement.

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During the past two years, (i) the Company has not engaged BGL to provide, and BGL has not provided, investment banking, financial advisory or other financial services to the Company unrelated to the Merger for which the Company pays or expects to pay fees to BGL and (ii) BGL and its affiliates have not provided any investment banking or other financial services to Tadano or its affiliates, for which BGL and its affiliates have received compensation. BGL and its affiliates may provide investment banking and other financial services to Tadano or its affiliates in the future, for which BGL and its affiliates may receive compensation. In addition, BGL and its affiliates have not provided any contingent fee based investment banking or other financial services to Tadano or its affiliates. BGL has not pitched its services to Tadano or its affiliates at the same time it was advising the Company in connection with the Merger.

BGL and its affiliates are engaged in financial services, including, without limitation, investment banking, financial advisory, and corporate finance. In the ordinary course of business, BGL, its successors and affiliates may hold or trade the equity, debt or other securities or financial instruments (including bank loans and other obligations) of the Company or Tadano or any of their respective affiliates and, accordingly, may at any time hold a long or short position in such securities or instruments (or in related derivatives). As of the date hereof, BGL and its affiliates do not hold equity, debt or other securities or financial instruments (including bank loans and other obligations) of the Company or Tadano or any of their respective affiliates. The Company engaged BGL to act as a financial advisor based on BGL’s qualifications, experience and reputation. BGL is an internationally recognized investment banking firm that has substantial experience in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

For an estimate of the amounts that would become payable to each of the Company’s named executive officers in settlement of his or her unvested equity awards, see “Proposal 1: The Merger—Interests of Company’s Directors and Executive Officers in the Merger—Golden Parachute Compensation.” If the effective time of the Merger were February 1, 2025, based on the number of equity awards outstanding as of February 1, 2025 and a price per share of Company common stock of $5.80, the Company estimates the aggregate amount that would become payable to the Company’s four non-employee directors in settlement of their unvested equity awards to be $208,800 ($69,600 to

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each of Messrs. Clark, Knox and Tober). Pursuant to the terms of his employment arrangements with Tadano, Mr. Fukui’s equity grants are assigned to Tadano, and therefore he will not receive any cash payment in settlement of unvested equity awards.

Tadano Director Nominee

Takashi Fukui joined our Board in June 2024 as a nominee of Tadano. Mr. Fukui is currently employed with Tadano as Executive Officer, International Sales Division, and concurrently serves on the Boards of Directors for Tadano’s subsidiaries in America, Australia, Singapore, Thailand and India. As of the date hereof, no discussions between Tadano and Mr. Fukui have occurred regarding any increased compensation as a result of the Merger.

The members of the board of directors of Merger Sub immediately prior to the effective time will, from and after the effective time, be the members of the board of directors of the surviving corporation until the earlier of their resignation or removal or until their successors have been duly elected and qualified, as the case may be. The officers of the Company immediately prior to the effective time will, from and after the effective time, be the officers of the surviving corporation until the earlier of their resignation or removal or until their successors have been duly elected and qualified, as the case may be. This provision was included in the initial draft of the Merger Agreement circulated by the Company to potential buyers, and was not discussed or modified during the negotiation process. As of the date of this proxy statement, no executive officer of the Company has had any discussions or reached any understandings on potential employment with the surviving corporation or with Tadano or Merger Sub (or any of their respective affiliates) following the consummation of the Merger. No discussions have occurred or assurances have been given to any of the Company’s executive officers regarding the length of time they would remain as officers or employees of the surviving corporation or any compensation arrangements following the effective time of the Merger.

There were no standstill agreements between the Company and any of the bidding parties.

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Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, including statements concerning the Company’s plans, objectives, goals, beliefs, strategy and strategic objectives, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, as well as statements related to the expected timing, completion, financial benefits, and other effects of the Merger, may be forward-looking statements. These statements are based on current expectations of future events and may include words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions. Such statements are based on current plans, estimates, expectations and assumptions 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. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Risks and uncertainties include, but are not limited to: (i) the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of its common stock, (ii) the failure to satisfy the conditions to the consummation of the Merger, including the adoption of the Merger Agreement by the shareholders of the Company, and the receipt of certain governmental and regulatory approvals in a timely manner or at all or that such approvals may be subject to conditions that are not anticipated, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the Merger on the Company’s business relationships, operating results and business generally, (v) the risk that the Merger disrupts the Company’s current plans and operations and potential difficulties in the Company’s employee retention as a result of the Merger, (vi) the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement or the Merger, (vii) the risk that the Merger and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel and to maintain relationships with customers, vendors, employees, shareholders and other business partners and on its operating results and business generally, (viii) the risk that the Company’s business and/or Tadano’s business will be adversely impacted during the pendency of the acquisition, (ix) risks related to financial community and rating agency perceptions of the Company or Tadano or their respective businesses, operations, financial condition and the industry in which they operate, (x) risks related to disruption of management attention from ongoing business operations due to the Merger, (xi) risks related to the potential impact of general economic, political and market factors on the Company, Tadano or the Merger and (xii) expected cost savings, synergies and other financial benefits from the Merger not being realized within the expected time frames and costs or difficulties relating to integration matters being greater than expected. The foregoing list of risk factors is not exhaustive. Readers are advised to carefully consider the foregoing risk factors and the other risks and uncertainties that affect the businesses of the Company described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024; Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, filed on May 2, 2024, June 30, 2024, filed on August 7, 2024, and September 30, 2024, filed on November 7, 2024; and other reports and documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these filings are available online at https://www.manitexinternational.com/sec-filing/. Although the Company believes that these statements are based upon reasonable assumptions, it 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, except as otherwise required by law.

Important Information for Investors and Shareholders

This communication is being made in connection with the proposed transaction involving the Company, a Michigan corporation, Tadano, a Japanese corporation, and Merger Sub, a Michigan corporation and wholly owned subsidiary of Tadano. In connection with the proposed transaction, the Company filed the Proxy Statement with the SEC on November 20, 2024, which was mailed to the Company’s shareholders of record as of November 19, 2024. This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its shareholders in connection with the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.

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BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.

Shareholders will be able to obtain, free of charge, copies of such documents filed by the Company when filed with the SEC in connection with the proposed transaction at the SEC’s website (http://www.sec.gov). In addition, the Company’s shareholders will be able to obtain, free of charge, copies of such documents filed by the Company on the Company’s website (https://www.manitexinternational.com).

Participants in Solicitation

The Company, Tadano and certain of their directors, executive officers and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the Merger. Information regarding Manitex’s directors and executive officers, additional information regarding the participants in the proxy solicitation and a description of their direct or indirect interests, by security holdings or otherwise, is included in the Proxy Statement, the Schedule 13e-3 and in subsequent documents that are filed or will be filed with the SEC regarding the Merger. Free copies of these materials may be obtained as described in the preceding paragraph.

Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is included in the Proxy Statement filed with the SEC on November 20, 2024. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and the Company’s website at https://www.manitexinternational.com.

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SIGNATURES

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

Date: December 16, 2024