The combined company will maintain its headquarters in Frauenfeld, Switzerland, and will continue to be led by the current CEO, Barend Fruithof, who will also take on the role of Vice Chairman of the Board. The Chairman of the Board will be the current Shyft Chairman, James Sharman.
Aebi Schmidt’s major shareholders, Peter Spuhler and Gero Büttiker, will remain the largest individual shareholders, with 35% and 13%, respectively, after the merger. Peter Spuhler emphasizes: “I would like to thank the entire Aebi Schmidt team, who have done an outstanding job and made this merger possible. After restructuring, the merger with Schmidt and the strong growth under the leadership of Barend Fruithof, the merger with Shyft strengthens the global positioning and the listing on the NASDAQ in New York will help Aebi Schmidt continue to achieve sustainable, high quality growth. This will strengthen Aebi Schmidt’s presence in Switzerland and ensure jobs in Switzerland in the long term.”
The Swiss Aebi company was acquired by entrepreneur Peter Spuhler in 2006, who merged it with the southern German Schmidt company in 2007. Under the leadership of CEO Barend Fruithof, Aebi Schmidt has experienced steady growth in recent years. Currently, around 50% of the group's revenue comes from Europe, and around 50% comes from the U.S.
Spuhler: “This merger is strategically very meaningful. It will further strengthen Aebi Schmidt, making us a leading producer of special vehicles worldwide and giving Shyft access to the European market.”
At closing, Aebi Schmidt shareholders will hold 52% of the combined company, with the current Shyft owners holding 48%.
The two companies are very complementary. As a result of the acquisition, the combined company will have around 70 locations worldwide, 40 of which will be in the U.S. The combined revenue of the two companies is expected to reach around 2 billion dollars in 2024, with a pro forma adjusted EBITDA (incl. run-rate synergies) of around 200 million.
Barend Fruithof, as Vice Chairman and CEO of the combined company, sees several advantages: “With the stock market listing and the increased scale, new opportunities arise for customers, markets, and products. Aebi Schmidt will be able to offer an even broader product portfolio in the near future. This will secure long-term stability and further increase earnings.”
Aebi Schmidt is expected to achieve record revenue of around EUR 1 billion in 2024, with EBIT of over EUR 80 million, resulting in an EBIT margin of over 8%. Aebi Schmidt currently has an order intake of over EUR 1 billion.
The combination will be effected through an all-stock merger, with Shyft’s shareholders exchanging their Shyft shares for new Aebi Schmidt shares. Shyft’s stock currently trades on the NASDAQ, where the combined company will continue to trade. Aebi Schmidt will select six of the eleven members of the board, while Shyft will select five.
Shyft President and CEO John Dunn also sees many advantages: “Combining with Aebi Schmidt enhances our brands, customer relationships, and manufacturing excellence, unlocking growth in commercial trucks and infrastructure, while delivering value to shareholders.”
The merger is expected to have a positive impact on results, thanks to geographic expansion, cross-selling, and cost optimization. Accelerated growth, strong margins, and attractive free cash flow will make the company attractive to shareholders.
The Swiss banks UBS Switzerland AG and Zürcher Kantonalbank are providing Aebi Schmidt with financing, and Alantra is acting as M&A advisor in the transaction. The merger is subject to approval by authorities and the shareholders of Aebi Schmidt and Shyft. The completion of the merger is expected by mid-2025.
To summarise:
- The merger will create a global leader in the manufacturing and upgrading of specialty vehicles
- As a result of this transaction, Aebi Schmidt's stock will be traded on the NASDAQ Stock Market in the U.S.
- Peter Spuhler will be the largest shareholder of the combined company
- Current Aebi Schmidt shareholders will retain a majority stake in the combined company, and Aebi Schmidt’s current CEO will serve as the CEO of the merged company
- Aebi Schmidt is expected to achieve record revenue of nearly EUR 1 billion in 2024, with an 8% EBIT margin
- Aebi Schmidt’s headquarters in Frauenfeld and its Swiss operations will be strengthened long-term