CLEVELAND, June 29, 2016 /PRNewswire/ -- Hyster-Yale Materials Handling, Inc. (NYSE: HY) announced today that its indirect wholly-owned subsidiary, Hyster-Yale Capital Holding Italy S.r.l. ("HY Italy"), has announced the final results of the procedure to fulfill the obligation to purchase the remaining outstanding shares of Bolzoni S.p.A. (BIT: BLZ).
As previously announced on June 1, 2016, during the regular tender period of the mandatory tender offer, HY Italy acquired an additional 8,187,203 Bolzoni shares, representing approximately 31.50% of Bolzoni's share capital and 83.89% of the 9,758,781 ordinary shares of Bolzoni sought through the mandatory tender offer for an aggregate cash price of €35.2 million (approximately $39.5 million at June 3, 2016, the payment date). As of June 3, 2016, HY Italy held in the aggregate, directly and indirectly, 24,422,337 ordinary shares, including 18,274 treasury shares, of Bolzoni, representing 93.95% of the share capital.
On June 6, 2016, HY Italy began the procedure for the fulfillment of the obligation to purchase the remaining 1,571,578 outstanding shares of Bolzoni, equal to approximately 6% of Bolzoni's share capital. During the procedure to fulfill the obligation to purchase the remaining shares, 780,720 Bolzoni shares, representing approximately 3.0% of Bolzoni's share capital and 49.7% of the 1,571,578 ordinary shares of Bolzoni sought through this process, were acquired. Based on the above final results, the overall amount to be paid in cash on July 1, 2016 by HY Italy to the Bolzoni shareholders who have sold their shares is equal to €3.4 million.
As of July 1, 2016, HY Italy will hold in the aggregate, directly and indirectly, 25,203,057 ordinary shares, including 18,274 treasury shares, of Bolzoni, representing 96.96% of the share capital.
Since HY Italy's stake in Bolzoni will be greater than 95%, HY Italy, pursuant to Italian law and CONSOB regulations, will exercise its right to purchase all of the remaining outstanding Bolzoni shares which are still held by the Bolzoni shareholders as of July 1, namely 790,858 shares, representing approximately 3.0% of Bolzoni's share capital, at €4.30 per share. The shares of Bolzoni S.p.A. will be delisted from the Italian stock exchange on July 6, 2016.
About Hyster-Yale Materials Handling, Inc.
Hyster-Yale Materials Handling, Inc., headquartered in Cleveland, Ohio, through its wholly-owned operating subsidiary, Hyster-Yale Group, Inc., designs, engineers, manufactures, sells and services a comprehensive line of lift trucks and aftermarket parts marketed globally primarily under the Hyster® and Yale® brand names. Nuvera Fuel Cells, LLC, a subsidiary of Hyster-Yale Group, Inc., is an alternative-power technology company focused on fuel-cell stacks and related systems, on-site hydrogen production and dispensing systems. For more information about Hyster-Yale and its brands, visit their website at www.hyster-yale.com.
About Bolzoni S.p.A.
Bolzoni S.p.A., an Italian company whose shares are listed and traded on the STAR segment of the Italian stock exchange ("Mercato Telematico Azionario") operated and managed by Borsa Italiana S.p.A. Bolzoni S.p.A., is a leading worldwide producer of attachments for forklift trucks. Through the design, production and distribution of a wide range of attachments, Bolzoni S.p.A. has an important presence in the market niche of lift-truck attachments and industrial material handling. For more information about Bolzoni S.p.A., please visit their website at www.bolzonigroup.com.
Forward-looking Statements Disclaimer
This press release contains forward-looking statements within the meaning of the U.S. federal securities laws. These forward-looking statements may include, but are not limited to, statements as to the acquisition of Bolzoni S.p.A. by Hyster-Yale, expected long-term growth for the combined company, plans for geographic expansion in the global marketplace and any other statements about Hyster-Yale's or Bolzoni S.p.A.'s managements' future expectations, beliefs, goals, plans or prospects. Any statements that are not statements of historical fact (including any statements containing the words "believes," "plans," "anticipates," "expects," "estimates," and similar expressions) should also be considered forward-looking statements. Readers are cautioned that all forward-looking statements are based on current expectations and involve risks and uncertainties and a number of factors could cause our actual results to differ materially from any results indicated in this release or in any other forward-looking statements made by us, or on our behalf. Factors that could cause actual results to differ from these forward-looking statements include, but are not limited to (1) conditions affecting the industries in which Hyster-Yale or Bolzoni S.p.A. operate may change, (2) Hyster-Yale may not be able to successfully integrate Bolzoni S.p.A.'s operations and employees, (3) other factors that may affect Bolzoni S.p.A. and are described under the heading "Principal Risks and Uncertainties" in Bolzoni S.p.A.'s Annual Report for the year ended December 31, 2015 and its Quarterly Reports, (4) reduction in demand for lift trucks and related aftermarket parts and service on a global basis, (5) the ability of dealers, suppliers and end-users to obtain financing at reasonable rates, or at all, as a result of current economic and market conditions, (6) the political and economic uncertainties in Eastern Europe and Brazil, (7) customer acceptance of pricing, (8) delays in delivery or increases in costs, including transportation costs, of raw materials or sourced products and labor or changes in or unavailability of quality suppliers, (9) exchange rate fluctuations, changes in non-U.S. import tariffs and monetary policies and other changes in the regulatory climate in the non-U.S. countries in which Hyster-Yale operates and/or sells products, (10) delays in manufacturing and delivery schedules, (11) bankruptcy of or loss of major dealers, retail customers or suppliers, (12) customer acceptance of, changes in the costs of, or delays in the development of new products, (13) introduction of new products by, or more favorable product pricing offered by, competitors, (14) product liability or other litigation, warranty claims or returns of products, (15) the effectiveness of the cost reduction programs implemented globally, including the successful implementation of procurement and sourcing initiatives, (16) changes mandated by federal, state and other regulation, including health, safety or environmental legislation, (17) the successful commercialization of Nuvera's technology and (18) the introduction of a more accepted product to the market by a competitor, making the Nuvera technology less marketable. The forward-looking statements contained in this release speak only as of the date on which they are made and, except as required by law, neither Hyster-Yale nor Bolzoni S.p.A. express any intention or undertake any obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release and as a result, no undue reliance should be placed on these forward-looking statements.
This press release shall not be published in, distributed or sent to any jurisdiction or territory in which its publication or the offers referred to herein might be illegal or would require any registration or filing of additional documentation, and the persons that receive this press release will not be allowed to publish it in, distribute or send it to such jurisdictions or territories.
The mandatory tender offer in Italy has not been made directly or indirectly, in the United States of America, or by use of the mails, or any means or instrumentality (including, without limitation, facsimile transmission, telephone and internet) of interstate or foreign commerce of, or any facilities of any national securities exchange of, the United States.
This press release does not constitute an extension into the United States of any offer mentioned in this press release, nor does this press release constitute nor form part of an offer to buy securities or the solicitation of an offer to sell securities in the United States or any other jurisdiction in which, or to any persons to whom, such offer or solicitation would be unlawful.
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SOURCE Hyster-Yale Materials Handling, Inc.