EX-99.(A)(1)(H) 8 dex99a1h.htm INVESTOR PRESENTATION MADE BY PARENT, DATED SEPTEMBER 8, 2008 Investor presentation made by Parent, dated September 8, 2008
ACQUISITION OF GEHL:
A STRATEGIC TRANSACTION FOR MANITOU
-
Monday September 8, 2008 -
Exhibit (a)(1)(h)


2
MAIN POINTS OF THE TRANSACTION
The Transaction
MANITOU has launched
a friendly
public tender offer
for all the
outstanding
shares
of GEHL common
stock. MANITOU currently
owns
14.4% of the equity
of GEHL.
Nature of the Offer
Cash tender offer
for $30 per share
Transaction Amount
$331m (€230m) for all diluted
shares
not
currently
owned
by MANITOU
Acquisition Financing
Acquisition financed
by a
€210m 5-year loan and internally generated   
cash
Timeline
Tender offer formally commenced on September 8, 2008 and
scheduled to expire at 5pm, New York City time,                
on October 20, 2008, unless extended


3
MANITOU AT A GLANCE
World leader in rough terrain material
handling
equipment
with
2007
revenues
of
€1,260m
covering
a
large
range
of
products
in
three
distinct industries: construction (52% in 2007), agriculture (23%) and
industries (25%) marketed
under
the MANITOU®
trademark
Distribution through
600 exclusive and independent
dealers in
120 countries
23 subsidiaries
globally
including
10 production facilities
(7 in Europe, 1 in the US, 2 in China)
Approximately
2,800 employees
A history
of growth
and profitability
-
Between 1997 and 2007:
Sales tripled
Net income quadrupled
-
Net profitability
of 7.8% in 2007


4
GEHL AT A GLANCE
Major player
in the compact equipment
industry
dedicated
to the
construction and agriculture markets
with
2007 revenues of $458m
and two
strong
trademarks
-
GEHL®
and MUSTANG®
Extensive independent
dealer network with
more than
650
dealers in North
America
and over 100 distributors
in other
areas
Headquarters
in West Bend, Wisconsin, two
manufacturing
facilities
in
Yankton
and
Madison,
South
Dakota,
as
well
as
a
distribution
subsidiary
in Europe (Germany)
Approximately
900 employees
Long-term
sustained
growth
-
Revenues and net profit doubled
between
1997 and 2007


5
COMPREHENSIVE RANGE OF COMPACT EQUIPMENT
Telescopic Handlers
Compact Track Loaders
All-Wheel-Steer Loaders
Skid Steer Loaders
Compact Excavators
Asphalt Pavers


6
EVOLUTION OF THE STRATEGIC PARTNERSHIP WITH GEHL
SINCE 2004
(1) 14.4% as at June 30, 2008
Signing
of 2 strategic
agreements in July 2004
-
A symmetrical
cross-selling
agreement for the distribution of
telescopic
handers
in the US
-
A licensing
and manufacturing
agreement allowing
GEHL to produce
the same
models of MANITOU-designed
telescopic
handlers
in the US
Reinforcement
of these
agreements with
an initial 14.9%  
equity
investment
by MANITOU in GEHL
Development
of an appreciation
for GEHL over the course of the
four-year
partnership
(2004-2008) including:
-
GEHL’s
growth
strategy
-
The quality
of its
distribution networks and products
-
The professionalism
of its
management team and other
employees
(1)


7
THE ACQUISITION OF GEHL: A STRATEGIC INVESTMENT
Establishment of global leadership in the rough terrain material
handling
equipment
sector
by building a presence
in the US
1
1
A broader
product
offering
with
the addition of skid
steer
loaders
where
GEHL holds
a strong
position among
market
leaders
2
2
Numerous
synergies
driven
by the optimization
of purchasing, R&D,
manufacturing
and distribution networks
3
3


8
CONSOLIDATION OF WORLDWIDE LEADERSHIP IN ROUGH
TERRAIN ACTIVITIES
Creates
global leader
#2 position in North
America
Reaching
of a critical
size to serve US rental
companies
Rough Terrain Equipment Sales Volume Breakdown
Rough Terrain Equipment Sales Volume Breakdown
Total Market
MANITOU
MANITOU
MANITOU + GEHL
MANITOU + GEHL
Sales Volume 2007
Sales Volume 2007
Sales Volume 2007
Sales Volume 2007
Sales Volume 2007
Sales Volume 2007
Others
14%
Europe
73%
North
America
13%
North
America
2%
Others
16%
Europe
82%
North
America
40%
Europe
51%
Others
9%


9
EXTENSION OF PRODUCT RANGE WITH THE SKID
STEER LOADER
Complementary
product
to the existing
MANITOU rough terrain
product
line
-
Natural fit for many
distritbutors, some
of which
are already
distributing
similar
products
-
Similar
technology
requiring
little
investment
in training of sales force or
after-sales
service support
Expands
the tool
carriers concept promoted
with
MANITOU’s smaller
telescopic
handlers
-
Versatile usage with
multiple attachments
-
Increasing
usage in many
different
applications (construction, landscaping,
agriculture, industrials)
Additional
source of revenue
through
attachments
and part sales
-
Successful
attachments
distribution model through
the                         
wholly-owned
subsidiary
CE Attachments


10
Rough Terrain Lifts /
Telehandlers
70%
Industrial Equipment
6%
Parts &
Accessories
11%
Aerial Work Platforms
6%
Others
7%
MANITOU
MANITOU
MANITOU + GEHL
MANITOU + GEHL
EXTENSION OF PRODUCT RANGE WITH THE SKID
STEER LOADER
Rough Terrain Lifts /
Telehandlers
60%
Industrial
Equipment
6%
Parts &
Accessories
11%
Others
7%
Aerial Work Platforms
5%
Skid Steer Loaders
11%


11
NUMEROUS SYNERGIES
PURCHASING
Cost
reductions
for main components as a result
of:
Increased
volume of number
of equipment
(+60%)
Standardization
and use of common
components
RESEARCH & DEVELOPEMENT
Cost
reductions
linked
to:
More efficient use of combined
firms’
R&D resources
Economies of scale
for regulatory
compliance
(Tier
III and Tier
IV)


12
NUMEROUS SYNERGIES
MANUFACTURING
Implementation
of manufacturing
best practices
Flexibility
of local production to take
advantage
of
market, currency
and volume fluctuations
SALES AND MARKETING
Capitalize
on MANITOU’s international distribution
network to accelerate
sales development
of GEHL®
and MUSTANG®
products
Accelerate
sales development
in the US due to
better
support and coverage
Increase
sales volumes in geographic
areas tied
to
the US dollar pricing
Commercial synergies will accelerate the growth of GEHL
resulting in a potential doubling of revenues over the         
next three to five years


13
FINANCIAL STRUCTURE OF THE TRANSACTION
Acquisition cost
Equity
Value
-
$331m for 86.2% of GEHL’s
capital valued
at
$30 per share
-
Representing
an Equity
Value of $379m for 100% of the capital
Assumption
of GEHL’s
financial
liabilities
-
Net financial
debt
of $73m as at
June
30, 2008
-
Liabilities
related
to the securitization
program and financial
scheme
with
limited
recourse
of approximately
$250m as at
June
30, 2008. This amount
is
reported
off-balance sheet
under
US GAAP but should
be
reported
on-balance
sheet
under
IFRS
Financing
the transaction
-
Multi-currency
credit
facility
€210m to finance the acquisition
Two
revolving
lines
of
€50m
and
$125m
to
finance
ongoing
operations
-
Use of MANITOU’s available
cash for the balance
(1)
(1)
(1) Including stock appreciation rights and restricted stock


14
FINANCIAL IMPACT OF THE TRANSACTION
Accretive
impact on MANITOU’s EPS
-
Positive impact as early
as second half
of 2009
-
Significant
double-digit impact starting
in 2010 with
the benefits
of
realized
synergies
Optimisation
of
the
post-acquisition
financial
structure
-
Evolution
from
a
net
cash
position
to
a
controlled
use
of
debt
-
Net financial
debt
estimated
between
2.0x and 2.2x EBITDA at
closing
(approximately
1.1x to 1.3x excluding
the impact of the securitization
and limited
recourse
programs)
-
Planned
substitution of securitization
and limited
recourse
programs      
by off-balance sheet
structure in line with
industry
practices  


15
TIMING AND DESCRIPTION OF THE TRANSACTION
A Two-Step Process
First-step
all-cash tender offer
followed
by a second-step
merger
that
results
in MANITOU owning
100% of GEHL
Tender offer
scheduled to expire at 5pm, New York City time, on October
20, 2008, unless extended
Offer subject to conditions specified in Offer to Purchase, including:
Tender of shares that, together with current 14.4% equity holdings of
MANITOU, equal at least 66-2/3% of the GEHL shares on a fully
diluted basis (after taking into account the cash-out of options and
restricted
stock
in
connection
with
the
completion
of
the
tender
offer)
+ one share
Regulatory clearances from antitrust authorities
Offer to Purchase mailed to GEHL shareholders on September 8, 2008
Second-step
merger
expected
to close no later
than
90 days
after
completion
of tender offer


16
IN CONCLUSION: A PROMISING STRATEGIC INVESTMENT
A strong
level
of complementary
activities
in terms
of regions
/ products
Comparable business models
Significant
potential
synergies
Implementation
of a financial
strategy
with
a leverage
impact
An acceletation
of
the
sales and
profitability
development
of
MANITOU


17
ADDITIONAL INFORMATION ON GEHL


18
GEHL SHARE PRICE EVOLUTION
Source: Factset
(In $)
0
5
10
15
20
25
30
35
40
45
5-Sep-03
5-Sep-04
5-Sep-05
5-Sep-06
5-Sep-07
5-Sep-08
Gehl Share Price


19
GEHL KEY FINANCIALS
(In $ m)
2002
2003
2004
2005
2006
2007
LTM
June 2008
Revenue
$232.6
$244.4
$325.2
$447.0
$486.2
$457.6
$400.3
% Growth
-3.3%
+5.1%
+33.1%
+37.4%
+8.8%
-5.9%
-12.5%
5.2
4.9
21.7
38.8
46.1
43.6
29.1
% Margin
2.2%
2.0%
6.7%
8.7%
9.5%
9.5%
7.3%
1.0
2.6
14.1
22.1
28.1
24.9
14.1
Income from Operations
Net Income


20
NOTE TO INVESTORS
Additional Information
The tender offer described herein has commenced.  The description contained herein is neither an offer to purchase nor
a
solicitation
of
an
offer
to
sell
shares
of
GEHL.
Tenedor
Corporation
and
MANITOU
have
filed
a
Tender
Offer
Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating
to the tender offer and GEHL has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
tender
offer.
Tenedor
Corporation,
MANITOU
and
GEHL
intend
to
mail
these
documents
to
the
shareholders
of
GEHL. 
These
and
other
documents
that
MANITOU
and
GEHL
have
and
will
file
with
the
SEC
relating
to
the
tender
offer
contain
and will contain important information about the tender offer and shareholders of GEHL are urged to read them carefully. 
Shareholders of GEHL can obtain a free copy of these documents at http://www.manitou.com/ and http://www.gehl.com/
and the website maintained by the Securities and Exchange Commission at http://www.sec.gov/. In addition,
shareholders will be able to obtain a free copy of these documents from MANITOU by contacting MANITOU’s
Information
Agent,
D.F.
King,
at
(800)
967-7921
or
from
GEHL
by
contacting
GEHL’s
Investor
Relations
Department
at
(262) 334-9461.
Forward Looking Statements
This press release contains forward-looking statements, including statements in connection with the tender offer and the
proposed acquisition, which involve a number of risks and uncertainties. These statements are based on MANITOU’s
and GEHL’s
current expectations and beliefs. Actual results could differ materially from the results implied by these
statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the offer or
the
merger
set
forth
in
the
merger
agreement
will
not
be
satisfied,
changes
in
both
companies’
businesses
during
the
period between now and the closing, developments in obtaining regulatory approvals for the transaction; and difficulties
that MANITOU may suffer in connection with its plans for financing the tender offer and acquisition of GEHL.  Risks
relating to the tender offer and merger are described in the documentation filed with the SEC by MANITOU and GEHL
as
referenced
in
the
immediately
preceding
paragraph.
Risks
relating
to
GEHL
are
described
in
GEHL’s
report
on
Form
10-K filed with the Securities and Exchange Commission (SEC) for the fiscal year ended December 31, 2007, and
GEHL’s
reports
on
Form
10-Q
filed
with
the
Securities
and
Exchange
Commission
(SEC)
for
subsequent
quarterly
periods. GEHL and MANITOU are under no obligation to (and expressly disclaim any such obligation to) update or   
alter their forward-looking statements whether as a result of new information, future events or otherwise.