We are advising Shyft Group on the transaction

Davis Polk is advising The Shyft Group in connection with its all-stock merger with Aebi Schmidt Group. Under the terms of the agreement, each outstanding share of Shyft common stock will be exchanged for 1.04 shares of the combined company’s common stock. At closing, Shyft shareholders will own 48% of the combined company and Aebi Schmidt shareholders will own 52%. The transaction is expected to close by mid-2025, subject to the satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by Shyft shareholders.

Headquartered in Novi, Michigan, The Shyft Group is a North American leader in specialty vehicle manufacturing, assembly and upfit for the commercial, retail and service specialty vehicle markets. The company brings a 50-year legacy serving its customers, which include first-to-last-mile delivery companies across vocations, federal, state and local government entities; the trades; and utility and infrastructure segments. Shyft employs approximately 3,000 employees and contractors across 19 locations, and operates facilities in Arizona, California, Florida, Indiana, Iowa, Maine, Michigan, Missouri, Pennsylvania, Tennessee, Texas and Saltillo, Mexico, and reported sales of $872 million in 2023.

The Aebi Schmidt Group is a leading provider of smart solutions for clean and safe transportation surfaces and the management of challenging terrain. The group’s unique range of products includes its own vehicles and innovative attachments for custom vehicle equipment. Aebi Schmidt is headquartered in Switzerland and achieved net revenue of €935 million in 2023. It employs around 3,000 people in 16 sales organizations and more than a dozen production sites worldwide. The deal will combine Aebi Schmidt’s specialty vehicle products and services, which include commercial truck upfitting, with Shyft’s manufacturing, assembly and upfit for the commercial, retail and service specialty vehicle markets. The combined company will be a Swiss-domiciled stock corporation, headquartered in Switzerland, and will trade on Nasdaq.

The Davis Polk corporate team includes partner James P. Dougherty, counsel Dmitriy Molchanov and associates Asha McLachlan and Lily (Zhifan) Zhou. Partner Kyoko Takahashi Lin is providing executive compensation advice. Partner Jack Orford is providing finance advice. Partner Michael Mollerus is providing tax advice. Partner Jesse Solomon is providing antitrust and competition advice. Partner Hillary A. Coleman is providing capital markets advice. Partner Frank Azzopardi is providing intellectual property advice. Members of the Davis Polk team are based in the New York and Washington DC offices.