DEFM14A

DEFM14A 1 d887136ddefm14a.htm DEFM14A DEFM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

MANITEX INTERNATIONAL, INC.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.

☒	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

November 20, 2024

Dear Manitex International, Inc. Shareholder:

You are cordially invited to attend a special meeting of shareholders of Manitex International, Inc. that will be held on Friday, December 20, 2024, at 11:00 a.m. (Central Standard Time) ( as may be adjourned or postponed from time to time, the “special meeting”) at our principal executive offices located at 9725 Industrial Drive, Bridgeview, Illinois, 60455.

On September 12, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Tadano Ltd., a Japanese corporation (“Tadano”) and Lift SPC Inc., a Michigan corporation and a wholly owned subsidiary of Tadano (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Tadano. At the special meeting you will be asked to, among other things, consider and vote upon a proposal to approve the Merger Agreement.

If the Merger is completed, and upon the satisfaction of the conditions set forth in the Merger Agreement, you will be entitled to receive $5.80 in cash, without interest, less any required withholding taxes, for each share of our common stock owned by you. Acting in reliance upon the unanimous recommendation of a special committee of our board of directors, comprised solely of independent and disinterested directors (the “Transaction Committee”), our board of directors (the “Board”), has determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of the Company and the Company’s shareholders (other than holders of Excluded Shares, as defined below) and has adopted, authorized, approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement. The Board made its determination based in part on the recommendation of the Transaction Committee and after consultation with its legal and financial advisors and in part after consideration of a number of other factors as described in the accompanying proxy statement. “Excluded Shares” means shares of our common stock owned by Tadano, Merger Sub or the Company or their respective subsidiaries.

The proposed transaction contemplated by the Merger Agreement may be deemed a “Rule 13e-3 transaction” under the rules of the U.S. Securities and Exchange Commission (the “SEC”). If the transactions contemplated by the Merger Agreement are completed, we expect that the Company will become wholly-owned by Tadano. We further expect that the consummation of the transactions contemplated by the Merger Agreement will cause the Company’s common stock to be delisted from trading on Nasdaq.

Approval of the Merger Agreement requires the affirmative vote of holders of a majority of the shares of common stock outstanding at the close of business on the record date. The Board recommends that you vote “FOR” the proposal to approve the Merger Agreement, “FOR” the proposal to approve, by a non-binding advisory vote, the Merger-related compensation and “FOR” any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum at the special meeting.

Your vote is very important. The Merger cannot be completed unless the Merger Agreement is approved by the affirmative vote of holders of a majority of the shares of common stock outstanding at the close of business on the record date. Whether or not you plan to attend the special meeting, please complete, date, sign

and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or over the Internet. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. The failure to return your proxy or vote at the special meeting in person will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.

If your shares of common stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of common stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of common stock “FOR” the proposal to approve the Merger Agreement will have the same effect as voting “AGAINST” the proposal to approve the Merger Agreement.

In considering the recommendation of the Board with respect to the proposal to approve the Merger Agreement, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, yours. Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement.

The accompanying proxy statement provides you with detailed information about the special meeting and the Merger Agreement and the transactions contemplated by it, including the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement and is incorporated by reference therein. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement. In addition, you should read the ‘Risk Factors’ section beginning on page 7 in our annual report on Form 10-K for the year ended December 31, 2023, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in this proxy statement, for risks relating to our business and for a discussion of the risks that you should consider in evaluating the proposed transaction and how it may affect you. You may also obtain additional information about the Company from other documents we have filed with the SEC.

If you have any questions or need assistance voting your shares of the Company common stock, please contact InvestorCom LLC, which is acting as the proxy solicitation agent and information agent for the Company in connection with the special meeting, or the Company at the following addresses or telephone numbers:

LOGO

19 Old Kings Highway S. – Suite 130

Darien, CT 06820

Shareholders may call toll-free: (877) 972-0090

Banks and brokers call collect: (203) 972-9300

E-mail: proxy@investor-com.com

– or –

Manitex International, Inc.

Attn: Corporate Secretary

9725 Industrial Drive

Bridgeview, Illinois 60455

(708) 237-2052

Thank you for your cooperation, continued support and interest in Manitex International, Inc.

Sincerely,

/s/ LYNN LOGERQUIST

Lynn Logerquist

Corporate Secretary

Neither the SEC, nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger, the Merger Agreement or the other transactions contemplated thereby, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated November 20, 2024 and is first being mailed to shareholders on or about November 20, 2024.

MANITEX INTERNATIONAL, INC.

9725 Industrial Drive

Bridgeview, Illinois 60455

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

December 20, 2024

11:00 a.m. (Central Standard Time)

Notice is hereby given that a Special Meeting of Shareholders of Manitex International, Inc. will be held at our principal executive offices located at 9725 Industrial Drive, Bridgeview, Illinois 60455 on Friday, December 20, 2024 at 11:00 a.m. (Central Standard Time) to consider and vote upon:

A proposal to approve the Agreement and Plan of Merger, dated as of September 12, 2024 (as it may be amended from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, Tadano Ltd., a Japanese corporation (“Tadano”), and Lift SPC Inc., a Michigan corporation and a wholly owned subsidiary of Tadano (“Merger Sub”). The Merger Agreement provides for the acquisition by Tadano of the Company through the Merger of Merger Sub with and into the Company (the “Merger”) with the Company continuing as the surviving corporation and a wholly owned subsidiary of Tadano. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement.

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SEC Form DEFM14A filed by Manitex International Inc.