Yanmar America Corporation (‘Yanmar') entered into a definitive merger agreement to acquire ASV Holdings Inc. (NasdaqCM:ASV) (‘ASV') from Terex Corporation (NYSE:TEX) and other shareholders for $70.7 million on June 26, 2019. Under the terms of the agreement, ASV stockholders will receive $7.05 in cash for each outstanding share of ASV common stock. Any restricted stock units outstanding will be converted into the right to receive $7.05 per unit in cash. ASV may be required to pay a fee of up to $2.65 million (approximately 3.75% of the aggregate equity value) in the event of termination of the transaction under certain circumstances.

In connection with the merger agreement, ASV entered into retention bonus agreement with certain executive officers. The transaction is subject to approval by ASV stockholders and expiry or termination of any waiting period under applicable foreign, federal or state antitrust, competition or fair-trade laws. In conjunction with the agreement, a subsidiary of Terex Corporation which owns 34% of the outstanding shares of ASV, entered into a stockholder voting agreement in support of the merger. The ASV Board recommends that ASV stockholders vote in favor of the transaction. The agreement has been approved by both the ASV and Yanmar Boards of Directors. A special meeting of the stockholders of ASV Holdings will be held on September 4, 2019. As of September 4, 2019, ASV's shareholders has approved the transaction. The transaction is expected to close in the third quarter of 2019. As of September 4, 2019, the transaction is expected to close on September 11, 2019.

Donnelly Penman & Partners Inc. provided a fairness opinion to ASV in connection with the transaction. The engagement letter between ASV and Donnelly Penman provides for advisory fees of $20,000 upon the execution of the engagement letter between ASV and Donnelly Penman, $15,000 monthly beginning May 1, 2019 and ending at merger consummation, $25,000 upon signing of the indication of interest, and $90,000 upon delivery of the fairness opinion. If the merger is consummated, Donnelly Penman will be owed a transaction fee of 0.85% of total consideration up to $97 million plus 2% of total consideration in excess of $97 million less any advisory fees paid. Christopher Forrester and Michael S. Dorf from Shearman & Sterling LLP served as legal advisors to Yanmar on the deal. Jonathan B. Abram and Jonathan A. Van Horn from Dorsey & Whitney LLP served as legal advisors to ASV on the deal. Roth Capital Partners, LLC acted as financial advisor to Yanmar. D.F. King & Co., Inc. acted as proxy solicitor to ASV Holdings, Inc. for a fee of approximately $7,500, plus reimbursement of out-of-pocket expenses.

Yanmar America Corporation completed the acquisition of ASV Holdings Inc. (NasdaqCM:ASV) from Terex Corporation (NYSE:TEX) and other shareholders on September 11, 2019. Pursuant to the Merger Agreement, at the Effective Time and as a result of the Merger, each of the directors of ASV as of immediately prior to the Effective Time (Brian J. Henry, Michael A. Lisi, Joseph M. Nowicki, Andrew M. Rooke and David Rooney) ceased to be directors of ASV. Also pursuant to the Merger Agreement, at the Effective Time and as a result of the Merger, each of the directors of Merger Sub as of immediately prior to the Effective Time Giuliano Parodi, Andrew M. Rooke, Missi How, Kevin Zimmer, Atsutaka Sugino and Hiroshi Okuyama became directors of ASV.