EX-99.(C)(4) 2 dex99c4.htm PRESENTATION OF ROBERT W. BAIRD & CO. Presentation of Robert W. Baird & Co.
Presentation to the Board of Directors
September 7, 2008
Exhibit (c)(4)


Prepared for
Project GIANT


Project GIANT
Presentation to the Board of Directors
Process and Transaction Overview
1
GIANT Financial and Market Data
2
GIANT Valuation Analysis
3
Table of Contents
1


Process and Transaction Overview


Project GIANT
Baird’s Role and Process Overview
GIANT (“Target”
or the “Company”) has retained Baird to provide financial advisory services and to render
an opinion with respect to the fairness, from a financial point of view, of the consideration to be received
by the holders of the Company’s common stock (other than Parent, Purchaser and their affiliates) in the
Offer and the Merger (together the “Transaction”)
For purposes of our opinion, we have assumed consideration of $30.00 per share in cash (the
“Consideration”), representing an enterprise value of $449.9 million and an equity value of $377.0 million
based on 12,135,737 total shares outstanding upon change of control and net debt at closing of
approximately $72.9 million
Baird conducted due diligence with the Company’s senior management with respect to the Company’s:
History
Strategies and goals
Business, products, services and operations
Industry and market conditions
Historical, current and projected financial performance and financial condition
2


Project GIANT
Baird’s Role and Process Overview
In conducting our investigation and analyses and in arriving at our opinion herein, we have reviewed such
information and have taken into account such financial and economic factors, investment banking
procedures and considerations as we have deemed relevant under the circumstances
We have, among other things:
Reviewed certain audited consolidated financial statements of the Company and internal information,
primarily financial in nature, including financial forecasts (the “Forecasts”), concerning the business
and operations of the Company furnished to us for purposes of our analysis
Reviewed publicly available information including, but not limited to, the Company’s recent filings with
the Securities and Exchange Commission and equity analyst research reports covering the Company
prepared by various investment banking firms including our firm
Reviewed the draft Agreement and Plan of Merger dated September 3, 2008 (the “Agreement”) in the
form presented to the Board of Directors
Reviewed current and historical market prices of GIANT’s
Common Stock
…Continued
3


Project GIANT
Baird’s Role and Process Overview
Reviewed
publicly
available
financial
and
stock
market
data
with
respect
to
certain
other
companies
we believe to be generally relevant
Compared the financial position and operational results of the Company with those of other publicly
traded companies we deemed relevant and considered the market trading multiples of such
companies
Compared the transaction multiples implied by the Consideration with the corresponding acquisition
transaction
multiples
in
certain
business
combinations
we
deemed
relevant
Considered the present values of the forecasted cash flows of the Company
Held discussions with members of the Company’s senior management concerning the Company’s
historical and current financial condition and operating results, as well as the future prospects of the
Company
…Continued
4


Project GIANT
Key Assumptions Underlying Baird’s Analysis
Baird’s
analyses
are
based
on
several
assumptions
upon
which
it
relied
with
your
consent
including,
but
not limited to, the following:
All of the financial and other information that was publicly available or provided to us by or on behalf
of
the
Company
was
complete
and
accurate;
and
Baird
has
not
been
engaged
to
independently
verify, and has not assumed any responsibility to verify, any such information and has assumed that
the Company is not aware of any information prepared by it or its advisors that might be material to
Baird’s opinion that has not been provided
All material assets and liabilities (contingent or otherwise, known or unknown) of the Company are as
set forth in the Company’s financial statements
The financial statements of the Company provided to Baird present fairly the results of operations,
cash flows and financial condition of the Company for the periods indicated and were prepared in
conformity with U.S. generally accepted accounting principles consistently applied
The Forecasts were reasonably prepared on bases reflecting the best available estimates and good
faith judgments of the Company’s senior management as to the future performance of the Company
The
Transaction
will
be
consummated
in
accordance
with
the
terms
and
conditions
of
the
Agreement
without
any
amendment
thereto
and
without
waiver
by
any
party
of
any
of
the
conditions
to
their
respective obligations thereunder
5


Project GIANT
Key Assumptions Underlying Baird’s Analysis
The representations and warranties contained in the Agreement are true and correct and that each
party will perform all of the covenants and agreements required to be performed by it under the
Agreement
All material corporate, governmental, regulatory or other consents and approvals required to
consummate the Transaction have been or will be obtained
Baird
did
not
consider
any
strategic,
operating
or
cost
benefits
that
might
result
from
the
Transaction
or
any expenses relating to the Transaction
Baird’s opinion does not address the relative merits of: (i) the Transaction, the Agreement or any other
agreements or other matters provided for or contemplated by the Agreement; (ii) any other transactions
that may be or might have been available as an alternative to the Transaction; or (iii) the Transaction
compared to any other potential alternative transactions or business strategies considered by the
Company’s Board of Directors
Baird’s opinion necessarily is based upon economic, monetary and market conditions as they exist and
can be evaluated on the date of such opinion and does not predict or take into account any changes which
may
occur,
or
information
which
may
become
available,
after
such
date
Baird expresses no opinion as to the price or trading range at which any of the Company’s securities
(including the Company’s common stock) will trade following the date of our opinion
…Continued
6


Project GIANT
Implied Valuation and Transaction Multiples
_____________________
Note:  Historical financial information based on GIANT SEC filings.  Estimates and projections based on GIANT management estimates. 
(1)
Per M-Co information statement dated September 2, 2008.  Excludes the full exercise of options to purchase 12,000 shares held by a M-Co representative and GIANT director.
(2)
Per GIANT outstanding share data as of August 31, 2008.
(3)    Based on 707,104 outstanding stock options as of August 31, 2008, and a $30.00 per share purchase price.
(4)    Based on 278,141 shares underlying stock appreciation rights outstanding as of August 31, 2008 and a $30.00 per share purchase price.
(5)
Per
GIANT
Form
10-Q
for
the
period
ended
June
30,
2008.
Includes
$49.1
million
of
short
term
commercial
paper,
$0.2
million
of
the
current
portion
of
long-term
debt
obligations,
$28.2
million
of
borrowings under a revolving credit facility and $0.3 million of other long-term debt obligations.
(6)
LTM information based on 10-Q and 10-K filings.  2008E and 2009P based on GIANT management estimates.
(in millions, except per share amounts)
Purchase Price
GIANT Shares Outstanding:
Equity Purchase Price:
Total Purchase Price:
M-Co Aggregate Share Ownership
(1)
1.736
Share Price
$30.00
Equity Purchase Price
$377.0
Plus: Non M-Co Share Ownership
10.400
x
Total Basic Shares Outstanding
12.136
Plus: Total Debt
(5)
77.9
Total Basic Shares Outstanding
(2)
12.136
Equity Purchase Price (Before Options)
$364.1
Less: Cash
5.0
Plus: Net Purchase Price of GIANT Options
(3)
10.8
Total Purchase Price
$449.9
Plus: Net Purchase Price of GIANT SARs
(4)
2.2
Total Equity Purchase Price
$377.0
Implied Transaction Multiples
Last Twelve Months
("LTM") 6/30/08
(6)
2008E
(6)
2009P
(6)
GIANT
Implied
GIANT
Implied
GIANT
Implied
Statistic
Multiple
Statistic
Multiple
Statistic
Multiple
EBITDA
$33.5
13.4 x
$25.7
17.5 x
$36.9
12.2 x
EBIT
29.1
15.5
20.9
21.5
27.4
16.4
Net Income
14.1
26.8
10.8
34.8
15.5
24.3
7


Project GIANT
Implied Transaction Premiums
Implied
Transaction
Premiums
(1
)
_____________________
(1)
Premiums
calculated
based
upon
$30.00
per
share
acquisition
price
utilizing
GIANT’s
stock
price
reference
date
of
September
5,
2008
per
Capital
IQ.
119.6%
99.1%
107.6%
122.4%
91.6%
104.9%
28.4%
25.4%
168.6%
0.0%
20.0%
40.0%
60.0%
80.0%
100.0%
120.0%
140.0%
160.0%
180.0%
1-Day
7-Days
30-Days
60-Days
90-Days
180-Days
1-Year
LTM High
LTM Low
8


GIANT Financial and Market Data


Project GIANT
GIANT Historical / Projected Financial Data
_____________________
(1)
Historical data per GIANT SEC Filings.
(2)
LTM June 30, 2008 results per GIANT Form 10-Q for the period ending June 30, 2008 and GIANT Form 10-K for the period ending December 31, 2007.
(3)
Projected financial data is based on management estimates.
(in millions, except per share amounts)
9
Summary Financial Data
Fiscal Year Ending December 31,
Historical
(1)
LTM
(2)
Projected
(3)
2005
2006
2007
6/30/2008
2008
2009
2010
2011
2012
2013
Net Sales
$447.0
$486.2
$457.6
$400.3
$394.0
$469.8
$558.5
$656.5
$729.9
$731.9
Net Sales Growth
37.4%
8.8%
(5.9%)
(16.5%)
(13.9%)
19.2%
18.9%
17.5%
11.2%
0.3%
Gross Profit
$92.3
$104.4
$103.2
$89.1
$82.0
$97.7
$124.2
$150.5
$170.8
$171.3
Margin
20.6%
21.5%
22.6%
22.2%
20.8%
20.8%
22.2%
22.9%
23.4%
23.4%
EBITDA
$43.8
$50.7
$48.2
$33.5
$25.7
$36.9
$58.4
$78.1
$92.0
$89.2
Margin
9.8%
10.4%
10.5%
8.4%
6.5%
7.9%
10.5%
11.9%
12.6%
12.2%
EBIT
$38.8
$46.1
$43.6
$29.1
$20.9
$27.4
$46.4
$65.0
$77.8
$73.8
Margin
8.7%
9.5%
9.5%
7.3%
5.3%
5.8%
8.3%
9.9%
10.7%
10.1%
Net Income
$22.2
$28.1
$24.9
$14.1
$10.8
$15.5
$26.5
$38.3
$47.0
$45.9
Margin
5.0%
5.8%
5.5%
3.5%
2.8%
3.3%
4.7%
5.8%
6.4%
6.3%
EPS
$2.00
$2.26
$2.00
$1.13
$0.89
$1.30
$2.21
$3.19
$3.92
$3.83
Shares Outstanding
11.1
12.4
12.5
12.4
12.3
12.0
12.0
12.0
12.0
12.0
Capital Expenditures
$7.6
$6.4
$6.4
$9.2
$21.6
$25.1
$8.4
$8.7
$8.9
$9.2
% of Net Sales
1.7%
1.3%
1.4%
2.3%
5.5%
5.3%
1.5%
1.3%
1.2%
1.3%


Project GIANT
GIANT Balance Sheet
_____________________
Source:  Per GIANT Form 10-Q for the period ending June 30, 2008.
(1)  Based on 12,135,737 total shares outstanding as of August 31, 2008.
($ in millions, except per share amounts)
10
As of
As of
6/30/2008
6/30/2008
Assets
Liabilities
Cash
$5.0
Current portion of long-term debt obligations
$0.2
Accounts receivable
190.6
Short-term borrowing
49.1
Finance contracts -
current
6.1
Accounts payable
48.6
Inventories
72.4
Accrued wages and salaries
2.2
Prepaid expenses and other
3.2
Accrued expenses and other
7.3
Retained interest -
current
55.2
Warranty and product liability
7.6
Deferred tax asset
9.7
Accrued income taxes
1.2
Current assets
$342.2
Current liabilities
$116.4
Property, plant and equipment -
net
$38.8
Long-term debt obligations
$28.2
Finance contracts -
non current
3.0
Other long-term obligations
0.3
Retained interest -
non current
24.6
Other long-term liabilities
17.5
Goodwill
11.7
Total liabilities
$162.4
Other assets
9.7
Total shareholders' equity
267.6
Total Assets
$430.0
Total Liabilities and Shareholders' Equity
$430.0
Book Value per Share
(1)
$22.05


Project GIANT
Last Three Years
GIANT Stock Price Performance
Current:
$13.66
Low:
$13.10
High:
$40.39
Average:
$24.28
Current:
$13.66
Low:
$13.10
High:
$23.46
Average:
$17.07
$5
$10
$15
$20
$25
$30
$35
$40
$45
9/05
2/06
7/06
12/06
5/07
10/07
4/08
9/08
$12
$16
$20
$24
$28
$32
9/6/07
11/5/07
1/5/08
3/6/08
5/6/08
7/6/08
9/5/08
Last Twelve Months
$30.00
$30.00
$13.66
$13.66
_____________________
Source:  FactSet Data Systems, Inc.
_____________________
Source:  FactSet Data Systems, Inc.
11


Project GIANT
9.2%
13.8%
12.3%
36.7%
18.5%
5.2%
3.5%
0.7%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
$12.00 -
$16.00
$16.00 -
$20.00
$20.00 -
$24.00
$24.00 -
$28.00
$28.00 -
$32.00
$32.00 -
$36.00
$36.00 -
$40.00
$40.00 -
$44.00
3.8%
29.0%
37.4%
12.0%
4.9%
12.8%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
$12.00 -
$14.00
$14.00 -
$16.00
$16.00 -
$18.00
$18.00 -
$20.00
$20.00 -
$22.00
$22.00 -
$24.00
GIANT Stock Price / Volume Histogram
_____________________
Source:
FactSet
Data
Systems,
Inc.
Volume
Weighted
Average
Price
per
Xignite
Historical
VWAPs.
Note: 88,921,112 shares traded during this period.
_____________________
Source:
FactSet
Data
Systems,
Inc.
Volume
Weighted
Average
Price
per
Xignite
Historical
VWAPs.
Note: 24,795,432 shares traded during this period.
Volume-Weighted Average Price:
$25.09
Current:
$13.66
Low:
$13.10
High:
$40.39
Volume-Weighted Average Price:
$17.41
Current:
$13.66
Low:
$13.10
High:
$23.46
Last Three Years
Last Twelve Months
12


Project GIANT
GIANT
Selected Company Index
M-Co
Relative Stock Price Performance
_____________________
Source:  Capital IQ.
Selected Company Index includes:  ASTE, CAT, CNH, DE and TEX.
_____________________
Source:  Capital IQ.
Selected Company Index includes:  ASTE, CAT, CNH, DE and TEX.
20%
60%
100%
140%
180%
220%
260%
9/05
2/06
7/06
12/06
5/07
10/07
4/08
9/08
30%
40%
50%
60%
70%
80%
90%
100%
110%
120%
9/6/2007
11/5/2007
1/5/2008
3/6/2008
5/6/2008
7/6/2008
9/5/2008
Last Three Years
Last Twelve Months
(50%)
+42%
(58%)
(57%)
(32%)
(42%)
GIANT
Selected Company Index
M-Co
13


Project GIANT
0
100
200
300
400
500
600
9/6/07
10/6/07
11/6/07
12/6/07
1/6/08
2/6/08
3/6/08
4/6/08
5/6/08
6/6/08
7/6/08
8/6/08
Average Daily Trading Volume
(in thousands)
GIANT Trading Volume Summary
_____________________
Source:  FactSet Data Systems, Inc.
Last Twelve Months Average Daily Trading Volume:
98.006
Last 90-Days Average Daily Trading Volume:
70.385
9/5/08
14


Project GIANT
GIANT Share Ownership
15
Ownership Summary
Number of Shares
% of Total
Manitou BF
(1)
1,736,046
14.3%
Institutional Holders
Tontine Partners
1,193,422
9.8%
Dimensional Fund Advisors, Inc.
1,035,074
8.5%
Royce & Associates LLC
889,274
7.3%
Wellington Management Co. LLP
849,444
7.0%
Barclays Global Investors NA (California)
448,805
3.7%
Capital World Investors
436,477
3.6%
Voyageur Asset Management, Inc.
403,745
3.3%
Towle
& Co.
384,500
3.2%
Fidelity Management & Research
364,487
3.0%
Thomson, Horstmann
& Bryant, Inc.
311,900
2.6%
Other Institutional Holders
3,133,685
25.8%
Total Insitutional
Holders
9,450,813
77.9%
Insiders
245,773
2.0%
Other Holders
703,105
5.8%
Total Shares Outstanding
12,135,737
100.0%
_____________________
Source:  FactSet  DataSystems as of September 5, 2008 and GIANT outstanding  share data as of August 31, 2008.
(1)
Per M-Co information statement dated September 2, 2008.  Excludes the full exercise of options to purchase 12,000 shares held by a M-Co representative and GIANT director. 


GIANT Valuation Analysis


Project GIANT
Valuation Methodologies
Value based on comparisons with
“similar”
publicly-traded companies
Selected
publicly-traded companies
with similar business, industry and
financial characteristics
Valuation benchmarks include
multiples of:
EBITDA
EBIT
Net Income
Selected Company Analysis
Selected
Acquisition Analysis
Discounted Cash Flow Analysis
Value based on comparisons with
“similar”
acquisition transactions
Selected
acquisition transactions
involving companies with similar
business and industry
characteristics
Valuation benchmarks include
multiples of
EBITDA
EBIT
Net Income
Valuation benchmarks also include
acquisition premiums paid
Valuation based on the present
value of future free cash flows
Free cash flow = unlevered net
income + non-cash adjustments –
change in working capital –
capital
expenditures +/-
changes in other
cash flow items
Discount rate = weighted-average
cost of capital based on business
and financial risk
Terminal values based on multiples
of EBITDA and growth rates of free
cash flow
16


Project GIANT
Selected Company Analysis
Baird selected a group of publicly-traded companies that were deemed relevant valuation benchmarks
_____________________
Sources:  Based
on
publicly
available
documents
as
of
September
5,
2008.
Finance
divisions
are
excluded
for
CAT,
CNH
and
DE
for
actual
and
projected
statistics.
ASTE
and
TEX
projections
per
Capital
IQ
consensus
estimates.
CAT projections per Morgan Stanley equity research report dated July 22, 2008.  CNH projections per JP Morgan equity research report dated July 24, 2008. 
DE projections per Goldman Sachs equity research report dated August 13, 2008. 
($ in millions)
Enterprise
EBITDA Multiples
EBIT Multiples
P/E Multiples
Company
Ticker
Value
LTM
2008
2009
LTM
2008
2009
LTM
2008
2009
GIANT
GEHL
$240.4
7.2 x
9.4 x
6.5 x
8.3 x
11.5 x
8.8 x
11.9 x
15.4 x
10.8 x
Astec Industries Inc.
ASTE
$672.9
6.1 x
5.7 x
5.4 x
7.1 x
6.8 x
6.2 x
11.6 x
11.2 x
10.7 x
Caterpillar Inc.
CAT
44,327.3
7.2
7.5
7.5
8.9
9.4
9.4
9.9
11.0
11.2
CNH Global NV
CNH
10,534.0
6.2
5.5
5.2
7.4
6.8
6.4
10.2
8.9
6.7
Deere & Co.
DE
27,104.3
8.5
7.6
6.3
10.0
8.8
7.2
13.1
12.5
10.5
Terex Corp.
TEX
4,520.2
3.8
3.6
3.5
4.0
3.9
3.9
5.4
5.4
5.2
Mean
6.3 x
6.0 x
5.6 x
7.5 x
7.2 x
6.6 x
10.1 x
9.8 x
8.9 x
Median
6.2
5.7
5.4
7.4
6.8
6.4
10.2
11.0
10.5
17


Project GIANT
_____________________
Sources:  Based on publicly  available  documents 
as of September  5, 2008.  Finance  divisions  are excluded  for CAT, CNH and DE for actual and projected  statistics.  ASTE and TEX  projections  per Capital IQ consensus estimates.
      CAT projections per Morgan Stanley equity research report dated July 22, 2008.  CNH projections per JP Morgan equity research report dated July 24, 2008.  
      DE projections per Goldman Sachs equity research report dated August 13, 2008.  
(1) 
      Selected companies include Astec Industries, Caterpillar, CNH Global, Deere & Co. and Terex Corporation.  Prices as of September 5, 2008.
Selected Company Analysis
Baird selected a group of publicly-traded companies that were deemed relevant valuation benchmarks
A summary of the multiples implied in the Transaction and the trading multiples of the group of selected companies is
presented below
18
Summary
Selected
Company
Analysis
(1)
Implied
GIANT
Transaction
Current Trading
Selected Company Trading Multiples
Multiples
Multiples
Low
Average
Median
High
EBITDA
LTM
13.4 x
7.2 x
3.8 x
6.3 x
6.2 x
8.5 x
2008E
17.5
9.4
3.6
6.0
5.7
7.6
2009P
12.2
6.5
3.5
5.6
5.4
7.5
EBIT
LTM
15.5 x
8.3 x
4.0 x
7.5 x
7.4 x
10.0 x
2008E
21.5
11.5
3.9
7.2
6.8
9.4
2009P
16.4
8.8
3.9
6.6
6.4
9.4
Net Income
LTM
26.8 x
11.9 x
5.4 x
10.1 x
10.2 x
13.1 x
2008E
34.8
15.4
5.4
9.8
11.0
12.5
2009P
24.3
10.8
5.2
8.9
10.5
11.2


Project GIANT
Selected Company Analysis
A summary of the implied valuations of the Company based on the trading multiples of the group of selected companies
is presented below
_____________________
(1)
Based on Capital IQ and publicly available documents.
(2)
Represents the average for each respective column.
($ in millions, except per share amounts)
19
Summary
Selected
Company
Analysis
(1)
Implied GIANT Total Value
Implied GIANT Equity Value / Share
Low
Average
Median
High
Low
Average
Median
High
EBITDA
LTM
$125.5
$212.3
$207.5
$284.0
$4.34
$11.42
$11.03
$17.12
2008E
93.3
154.2
146.8
195.2
1.68
6.69
6.09
10.04
2009P
128.7
205.3
198.2
276.0
4.60
10.86
10.28
16.49
EBIT
LTM
$117.6
$218.1
$216.8
$290.1
$3.69
$11.88
$11.78
$17.60
2008E
82.4
150.0
143.1
196.8
0.79
6.36
5.79
10.18
2009P
106.1
181.7
175.3
258.7
2.74
8.95
8.43
15.11
Net Income
LTM
$149.5
$214.4
$216.5
$257.5
$6.31
$11.59
$11.76
$15.02
2008E
131.7
179.1
191.7
208.3
4.85
8.74
9.76
11.09
2009P
153.0
210.8
236.3
247.4
6.60
11.29
13.33
14.22
REFERENCE VALUE
(2)
$120.9
$191.8
$192.5
$246.0
$3.96
$9.75
$9.81
$14.10


Project GIANT
Selected Acquisition Analysis
Baird selected a group of M&A transactions that were deemed relevant valuation benchmarks
_____________________
Sources:  Based on publicly available documents, press releases and Capital IQ.
(1)  JLG enterprise value and financial statistics adjusted to exclude financing operations.
($ in millions)
20
Enterprise / Equity Value
Date
Enterprise
as a Multiple of LTM
1 -
Day
Announced
Acquiror
Target
Target Business Description
Value
EBITDA
EBIT
NI
Premium
01/14/08
Terex Corporation
A.S.V. Inc.
Manufacture rubber track machines and related accessories and attachments
$445.0
23.6 x
28.5 x
43.8 x
46.5%
07/30/07
Doosan
Infracore
Co.
Ingersoll-Rand (Bobcat Division)
Manufacture and sell compact equipment
4,900.0
12.2
13.2
N/A
N/A
02/27/07
Volvo Construction Equipment
Ingersoll-Rand (Road Development)
Manufacture asphalt paving, compaction and material handling equipment.
1,300.0
11.5
12.9
N/A
N/A
02/05/07
Atlas Copco
Group
Dynapac
AB
Manufacture compaction and paving equipments
902.0
N/A
12.1
N/A
N/A
11/06/06
KKR / Goldman Sachs
KION Group (Linde
AG forklift division)
Manufacture forklift trucks
5,084.6
6.8
15.2
N/A
N/A
10/16/06
Oshkosh Truck Corporation
JLG Industries Inc.
(1)
Manufacture aerial work platforms, telehandlers, and trailers
2,940.2
10.9
12.2
20.6
34.9%
04/28/06
Singapore Technologies
B.R. Lee Industries, Inc.
Manufacture commercial asphalt pavers
129.0
7.3
13.2
N/A
N/A
04/28/05
Coates Hire Limited
Allied Equipment Pty Ltd.
Specialist in the mining, construction, material handling and associated equipment fields
94.6
4.7
6.9
N/A
N/A
10/29/04
Fayat
S.A.
Bomag
GmbH
Develop and manufacture compaction equipment
446.0
8.1
9.9
11.8
N/A
09/10/03
AGCO Corp.
Valtra
Inc.
Develop, manufacture, market and service tractors
660.0
8.3
10.2
N/A
N/A
07/19/02
Terex Corporation
Genie Holdings
Manufacture lifts, booms and work platforms for the construction
industry
270.0
7.4
N/M
N/A
N/A
03/18/02
Manitowoc Co. Inc.
Grove Worldwide, Inc.
Manufacture mobile cranes and work platforms cranes and aerial work platforms
284.0
6.9
N/M
N/M
N/A
06/28/01
Terex Corporation
CMI Corporation
Manufacture equipment for the road builidng
and heavy construction industry
158.4
9.7
15.1
N/M
31.5%
03/05/01
Manitowoc Co. Inc.
Potain
SA
Manufacture tower cranes primarily for the construction industry
309.5
7.5
11.4
18.8
N/A
08/23/99
Textron Inc.
JLG OmniQuip
International, Inc.
Manufacture telescopic material handlers and aerial work platforms
491.4
8.1
9.6
15.3
N/A
05/11/99
JLG Industries Inc.
Gradall
Industries, Inc.
Manufacture hydraulic excavators and rough-terrain variable reach material handlers
203.8
7.2
8.1
13.5
14.3%
All transactions
Low
4.7 x
6.9 x
11.8 x
Mean
9.3
12.7
20.6
Median
8.1
12.2
17.1
High
23.6
28.5
43.8
Excluding Terex Corporation acquisition of A.S.V. Inc.
Low
4.7
x
6.9
x
11.8
x
Mean
8.3
11.5
16.0
Median
7.8
12.1
15.3
High
12.2
15.2
20.6


Project GIANT
Source: Publicly available documents, press releases and Capital IQ. 
(1) 
   Selected transactions include A.S.V. Inc. / Terex Corporation; Ingersoll-Rand (Bobcat Division) / Doosan Infracore Co; Ingersoll-Rand (Road Development) / Volvo AB; Dynapac AB / Atlas Copco Group;  
   KION Group (Linde AG forklift division) / KKR and Goldman Sachs; JLG Industries Inc. / Oshkosh Truck Corporation (JLG enterprise value and financial statistics adjusted to exclude financing operations);
   B.R. Lee Industries, Inc. / Singapore Technologies; Allied Equipment Pty Ltd. / Coates Hire Limited; Bomag GmbH / Fayat S.A.; Valtra Inc. / AGCO Corp.; Genie Holdings / Terex Corporation; Grove
   Worldwide, Inc. / Manitowoc Co. Inc.; CMI Corporation / Terex Corporation; Potain SA / Manitowoc Co. Inc.; JLG OmniQuip International, Inc. / Textron Inc.; Gradall Industries, Inc. / JLG Industries Inc.
(2)        Includes Terex Corporation acquisition of A.S.V. Inc.  Excluding this transaction, High EBITDA, EBIT and Net Income Selected Acquisition Multiples are reduced to 12.2x, 15.2x and 20.6x, respectively.
Selected Acquisition Analysis
Baird selected a group of M&A transactions that were deemed relevant valuation benchmarks
A summary of multiples implied in the Transaction and the multiples of the group of selected M&A transactions
is presented below  
21
Summary Selected Acquisition Analysis
(1)
Implied Transaction
Multiples
Low
Average
Median
High
(2)
EBITDA
13.4 x
4.7 x
9.3 x
8.1 x
23.6 x
EBIT
15.5
6.9
12.7
12.2
28.5
Net Income
26.8
11.8
20.6
17.1
43.8
Selected Acquisition Multiples


Project GIANT
Selected Acquisition Analysis
($ in millions, except per share amounts)
22
Summary
Selected
Acquisition
Analysis
(1)
Implied GIANT Equity Value / Share
Low
Average
Median
High
(2)
Low
Average
Median
High
(2)
EBITDA (LTM)
$158.0
$312.6
$270.3
$789.7
$7.01
$19.37
$16.04
$56.67
EBIT (LTM)
200.8
370.9
354.6
829.5
10.50
23.96
22.67
59.77
Net Income (LTM)
238.6
363.3
313.3
689.2
13.51
23.36
19.43
48.84
REFERENCE VALUE
(3)
$199.1
$348.9
$312.7
$769.5
$10.34
$22.23
$19.38
$55.09
Implied GIANT Total Value
_____________________
(1)     Based on publicly available documents, press releases and Capital IQ.
(2)     Includes Terex Corporation acquisition of A.S.V. Inc.  Excluding this transaction, the “High” Implied GIANT Total Value based on EBITDA, EBIT and Net Income is reduced to $406.9 million, $441.0 million and $362.9 million, respectively. 
         Implied GIANT Equity Value / Share is reduced to $26.79, $29.47 and $23.33, respectively.
(3)     Represents average of each respective column.  Excluding Terex Corporation acquisition of A.S.V. Inc., the “High” Reference Value for Implied GIANT Total Value is $403.6 million and the “High” Implied GIANT Equity Value / Share is
         $26.53.
A summary of the implied valuations of the Company based on the transaction multiples of the group of selected M&A
transactions is presented below


Project GIANT
Selected Acquisition Analysis
A summary of the premiums implied in the Transaction and the premiums of 107 public target announced transactions
with an enterprise value greater than $100 million since January
1, 2008 is presented below
_____________________
Sources:  Based on publicly available documents, press releases and Capital IQ.
(1)  As of September 5, 2008.
23
Summary Selected Acquisition Analysis - Transaction Premiums
Implied
Stock
Transaction
Selected Acquisition Premiums
Price
(1)
Premium
(1)
Low
Average
Median
High
1-Day Prior to Announcement
$13.66
119.6%
(93.3%)
33.3%
30.5%
143.9%
7-Days Prior to Announcement
15.07
99.1%
(97.1%)
35.5%
33.8%
200.5%
30-Days Prior to Announcement
14.45
107.6%
(97.6%)
39.3%
33.9%
245.6%
90-Days Prior to Announcement
15.66
91.6%
(97.9%)
37.6%
33.0%
209.2%
180-Days Prior to Announcement
14.64
104.9%
(98.3%)
30.2%
24.1%
439.2%


Project GIANT
Discounted Cash Flow Analysis
The Company’s implied valuation derived from discounting its projected free cash flows and terminal values is
summarized below  
_____________________
(1)   Discounted to June 30, 2008.
(2)   The assumed weighted average cost of capital for GIANT.
(3)   Based on 7.1x multiple at LTM EBITDA peak in Q3 2006 and average multiple from September 30, 2002 (LTM EBITDA trough) through August 13, 2008 of 8.5x.
(4)   Implied
free
cash
flow
growth
rate
is
equal
to
(TV
x
Discount
Rate
-
FCF
2013
) / (TV + FCF
2013
), where TV= EBITDA
2013
x EBITDA Terminal Multiple.
(5)   Per GIANT Form 10-Q for the period ended June 30, 2008.
(6)   Assumes
cash
proceeds
are
received
from
the
exercise
of
“in
the
money”
options
outstanding
as
of
August
31,
2008.
($ in millions, except per share amounts)
Discounted Cash Flow Valuation
(1)
EBITDA
Present Value
Less:
Discount
Terminal
Implied FCF
Cash
Terminal
Enterprise
Net
Plus: Option
Equity
Equity Value
Rate
(2)
Multiple
(3)
Growth Rate
(4)
Flows
Value
Value
Debt
(5)
Proceeds
(6)
Value
Per Share
7.10 x
4.9%
$72.1
$308.0
$380.2
$6.6
$313.9
$24.69
14.0%
7.80
5.6%
72.1
338.4
410.5
$72.9
6.6
344.2
27.08
8.50
6.3%
72.1
368.8
440.9
6.6
374.6
29.47
7.10 x
4.0%
$73.9
$323.3
$397.2
$6.6
$331.0
$26.03
13.0%
7.80
4.7%
73.9
355.2
429.1
$72.9
6.6
362.8
28.54
8.50
5.3%
73.9
387.1
461.0
7.2
395.4
31.05
7.10 x
3.0%
$75.8
$339.5
$415.3
$6.6
$349.0
$27.45
12.0%
7.80
3.8%
75.8
373.0
448.8
$72.9
7.2
383.2
30.09
8.50
4.4%
75.8
406.5
482.3
7.2
416.6
32.72
24


Project GIANT
_____________________
(1)    Includes Terex Corporation acquisition of A.S.V. Inc.  Excluding this transaction, the “High” Selected Acquisition Analysis Summary Total Enterprise Value is $403.6 million, reducing the “High” Reference 
         Total Enterprise Value to $377.3 million.  Likewise, the “High” Selected Acquisition Analysis Summary Equity Value / Share would be $26.53, reducing the “High” Reference Equity Value / Share to $24.45.
(2)    Represents average of each respective valuation method.
Valuation Summary
($ in millions, except per share amounts)
Summary Total Enterprise Value
Low
Average
Median
High
(1)
Selected Company Analysis
$120.9
$191.8
$192.5
$246.0
Selected Acquisition Analysis
199.1
348.9
312.7
769.5
Discounted Cash Flow Analysis
380.2
429.5
429.1
482.3
Reference Total Enterprise Value
(2)
$233.4
$323.4
$311.4
$499.2
Summary Equity Value / Share
Low
Average
Median
High
(1)
Selected Company Analysis
$3.96
$9.75
$9.81
$14.10
Selected Acquisition Analysis
10.34
22.23
19.38
55.09
Discounted Cash Flow Analysis
24.69
28.57
28.54
32.72
Reference Equity Value / Share
(2)
$12.99
$20.18
$19.24
$33.97
25


Robert W. Baird Ltd. and Baird Capital Partners Europe are authorized and regulated in the UK by the Financial Services Authority.