| Schedule of Purchase Price |
The purchase price was comprised of the following:
| | | | | | | Purchase price: | | Aebi shares issued to Shyft shareholders on July 1, 2025 (1) | 36,350,634 | | Shyft stock price on June 30, 2025 (2) | $ | 12.54 | | | Exchange ratio | 1.04 | | Share consideration (36,350,634 number of shares issued at the Fair Value of $12.06 per share) | $ | 438,235 | | | Add: Cash paid for fractional shares | 2 | | Add: Fair value of Shyft Equity awards allocated to pre-acquisition period (3) | 4,866 | | | Total purchase price | $ | 443,103 | |
(1)Includes vested Shyft Director RSU awards. (2)The fair value of the share consideration and the replacement awards issued to Shyft employees was determined using Shyft’s stock price, as it was considered more reliably measurable than the stock price of Aebi Schmidt. The measurement was based on Shyft’s stock price as of June 30, 2025, the last trading day prior to delisting, which occurred on the Acquisition Date of July 1, 2025. (3)Represents the estimated fair value of Shyft RSAs, Shyft RSUs (other than Shyft Director RSUs), and Shyft performance stock units (“PSUs”) attributable to pre-combination services. $501 of Shyft RSAs, $1,585 of Shyft RSUs, and $2,780 of Shyft PSUs are attributed to pre-combination service.
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| Schedule of Assets Acquired and Liabilities Assumed |
The purchase price allocation to the fair value of assets acquired and liabilities assumed is as follows:
| | | | | | | | | | | | | | | | | | | Purchase Price Allocation | | Measurement Period Adjustments | | Purchase Price Allocation (As Adjusted) | | Fair value of identifiable assets and liabilities: | | | | | | | Cash and cash equivalents | $ | 19,905 | | | $ | (539) | | | $ | 19,366 | | | Accounts receivable | 84,121 | | | | | 84,121 | | | Contract assets | 44,559 | | | | | 44,559 | | | Inventories | 91,117 | | | (7,228) | | | 83,889 | | | Prepaid expenses and other current assets | 8,191 | | | | | 8,191 | | | Total current assets | 247,893 | | | (7,767) | | | 240,126 | | | Property, plant and equipment | 101,832 | | | | | 101,832 | | | Goodwill | 193,960 | | | (6,057) | | | 187,903 | | | Intangible assets | 181,104 | | | 3,927 | | | 185,031 | | | Right of use assets operating leases | 47,347 | | | | | 47,347 | | | Other assets | 1,317 | | | | | 1,317 | | | Total Assets | $ | 773,453 | | | $ | (9,897) | | | $ | 763,556 | | | | | | | | | Accounts payable | $ | 80,844 | | | | | $ | 80,844 | | | Accrued warranty | 6,782 | | | | | 6,782 | | | Accrued compensation and related taxes | 11,174 | | | | | 11,174 | | | Contract liabilities | 9,123 | | | | | 9,123 | | | Operating lease liability | 9,221 | | | | | 9,221 | | | Other current liabilities and accrued expenses | 25,574 | | | 6,322 | | | 31,896 | | | Current portion of long-term debt | 452 | | | | | 452 | | | Current liabilities | $ | 143,170 | | | $ | 6,322 | | | $ | 149,492 | | | Other non-current liabilities | 12,205 | | | | | 12,205 | | | Long-term operating lease liability | 34,346 | | | | | 34,346 | | | Long-term debt, less current portion | 120,344 | | | | | 120,344 | | | Deferred tax liabilities | 20,285 | | | (16,219) | | | 4,066 | | | Total Liabilities | 330,350 | | | (9,897) | | | 320,453 | | | Total fair value allocation of purchase price | $ | 443,103 | | | $ | — | | | $ | 443,103 | |
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