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Aebi Schmidt Holding AG completed its acquisition of The Shyft Group on July 1, 2025, under a merger agreement dated December 16, 2024. This Form 8-K/A amends the Company鈥檚 earlier current report to furnish Shyft鈥檚 audited consolidated financial statements for the year ended December 31, 2024 (Exhibit 99.1) and unaudited condensed consolidated financial statements for the three months ended March 31, 2025 (Exhibit 99.2). The filing also attaches unaudited pro forma condensed combined financial information reflecting the acquisition (Exhibit 99.3) and references a consent from Deloitte & Touche LLP (Exhibit 23.1). These exhibits provide the historical and pro forma data investors need to evaluate the combined company鈥檚 past performance and the transaction鈥檚 reported accounting effects.
Aebi Schmidt Holding AG reported mixed second-quarter results for the period ended June 30, 2025, with sales rising to $277.7 million, a 4.2% increase from a year earlier, while the company recorded a net loss of $2.3 million ($0.06 per share) for the quarter and a small net loss of $0.3 million for the six months. Adjusted EBITDA for the six months was $42.6 million, down from $52.1 million a year earlier, and adjusted EBITDA margin declined to 8.1%.
The balance sheet shows $63.6 million in cash, inventories increased to $297.5 million, and total debt of $468.0 million as of June 30, 2025. Subsequent to the period, Aebi Schmidt closed the acquisition of Shyft on July 1, 2025, for preliminary total consideration of approximately $442.5 million, issued 36,350,634 shares and obtained a new $600 million credit facilities agreement that became effective at closing.
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