Good morning, and thank you for joining us today. Welcome to the Merger of The Shyft Group and Aebi Schmidt Group Business Update Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. Please be advised that today's conference call is being recorded. Should you need assistance, please signal a conference specialist by pressing star then zero on your telephone keypad. I would now like to hand the conference over to Randy Wilson, Vice President of Investor Relations and Treasury. Good morning, and thank you for joining us today to discuss Shyft and Aebi Schmidt's plan to create a specialty vehicles leader well-positioned to drive shareholder value. On the call today, we have John Dunn, President and CEO of Shyft, and Barend Fruithof, CEO of Aebi Schmidt. Their prepared remarks will be followed by a question-and-answer session. For the purposes of our discussion today, we have prepared a presentation that we'll refer to during this call. You can access the presentation at the Shyft Investor Relations website. Before we begin, please turn to slides two and three of the presentation for our safe harbor statement. Today's conference call contains forward-looking statements which are subject to risks that could cause actual results to be materially different from those expressed or implied. Primary risks that management believes could materially affect our results are identified in our Forms 10-K and 10-Q filed with the SEC. We will be discussing non-GAAP information and performance measures which we believe are useful in evaluating the company's operating performance. With that, please turn to slide four, and I'll turn it over to John Dunn. Thanks, Randy, and good morning, everyone. I'm excited to be here with Barend to discuss this transformative transaction that will create a world-class specialty vehicles leader. Together, Shyft and Aebi Schmidt will be well-positioned to accelerate growth and drive exceptional value, particularly in the North American market. I'll spend a few minutes discussing the compelling strategic and financial rationale of the deal. Before turning it over to Barend, we'll provide you with an introduction to Aebi Schmidt. Barend will also lead us through how this deal creates substantial value for shareholders, and I will run through the combined company's financials before we turn to Q&A. Let's begin with the compelling rationale for this deal. Slide six highlights the clear opportunity this transaction creates for our shareholders, customers, employees, and other stakeholders. By bringing our business together, we are creating a truly differentiated leader in the specialty vehicles space. This transaction delivers significant value to Shyft shareholders, who will own 48% of a company with increased revenue and earnings. This combination will create a scaled-up global leader with a strong presence in the attractive North American market. With approximately 75% of our revenues in North America, we will be able to capitalize on growth opportunities in high-margin end markets, including commercial infrastructure. This position will be complemented by Aebi Schmidt's established presence across Europe, diversifying our revenue exposure. The combination of Shyft and Aebi Schmidt's portfolios creates a highly complementary and expanded suite of products and services. We share a focus on customer-centric innovation, and we will leverage our deep customer relationships and strengthened offerings to enhance growth. The financial benefits of this transaction for our shareholders are significant. We've identified approximately $25 million-$30 million in annual run rate synergies of the combined business. This is comprised of $20 million-$25 million of cost synergies, primarily focused from optimized cost structures and operational efficiencies, and an additional $5 million EBITDA opportunity from near-term revenue synergies from cross-selling and geographic expansion. The combined company will have a much stronger financial profile to support significant and sustainable value. In the long term, we expect additional value upside driven by the combined company's growth strategy focused on investing organically in the business, leveraging opportunities in the portfolio, and executing an attractive M&A. Lastly, we're bringing together two best-in-class leadership teams with proven track records. Both companies' teams have shared values and a commitment to driving operational excellence, customer focus, and innovation, all of which makes us highly confident in what we can achieve together. Turning to slide seven, this transaction supercharges our existing strategy. As you know, we've been focused on growing in attractive end markets, enhancing our portfolio, driving operational excellence, and strengthening our financial position. This combination represents a powerful next step in our strategy. We are advancing our position in high-growth end markets, including commercial infrastructure, while also diversifying towards attractive markets where Aebi Schmidt has leading positions, including agriculture, snow and ice, and street sweeping. The companies have highly complementary portfolios of industry-leading brands. Together, we'll be able to leverage the strength of the combined company's engineering team to consistently innovate for our customers. We'll be able to deepen our existing customer relationships through cross-selling opportunities while using our scaled presence and expanded portfolio to win new customers. Combining Shyft and Aebi Schmidt's experience, teams, and footprint will build a more competitive company that remains dedicated to serving our customers. We have identified clear opportunities to enhance efficiency, resulting in increased profitability and increased cash flow for the combined organization. We look forward to leveraging Aebi Schmidt's expertise from previous integrations of large acquisitions. And finally, we are significantly strengthening our financial profile. Combined, we will be positioned to generate long-term profitable growth, stronger margins, and enhanced free cash flow. In addition, the combined balance sheet provides flexibility to invest in future growth both organically and inorganically. This combination fits squarely with our strategy and accelerates our efforts to deliver long-term value for our shareholders. Slide eight makes the transformative nature of this transaction clear. Together, we will be a top-three global specialty vehicles leader with the scale and resources to capture the opportunities ahead. Before turning it over to Barend, I'd like to cover some of the transaction highlights on slide nine. In terms of structure, this is an all-stock merger that is tax-free to Shyft shareholders. Of the pro forma company, Shyft shareholders will retain 48% ownership, and Aebi Schmidt shareholders will own 52%. The combined company will be listed on NASDAQ and will be Swiss domiciled. Shyft and Aebi Schmidt have secured fully committed financing of the combined company at closing. Pro forma net debt will be $485 million as of September 30, 2024. We will have an optimized leadership team that leverages the best of both companies. James Sharman, the current chairman of the Shyft Group, will serve as chairman of the combined organization, and Barend Fruithof of the Aebi Schmidt Group will serve as CEO of the combined organization and be based in the U.S. A fter the transaction closes, I look forward to continuing to work with the company to support a seamless integration. Our board will consist of 11 directors, seven of whom are independent, six directors will be from Aebi Schmidt, and five from Shyft. Barend will speak about the value creation in more detail, but I'd like to highlight that the $25 million-$30 million in synergies we've identified will drive growth, margin, and free cash flow accretion, and ROIC above the cost of capital by year three. Finally, we expect this transaction to close by mid-2025, subject to the customary conditions, including regulatory and Shyft shareholders' approval, so with that, I'd like to turn it over to Barend. Thanks, John, and hello, everyone. It's great to be here and speak with you all. I recognize I'm new for many of you on the call, so I would like to briefly introduce myself. I have led Aebi Schmidt since 2017, and I'm proud of the strong performance and the customer solution we have delivered during my tenure, which I will outline shortly. Before Aebi Schmidt, I held senior leadership positions in the banking and finance sector at major financial institutions, including Julius Baer as the CEO of its Switzerland operations, Credit Suisse as the head of Corporate Clients, and Raiffeisen Switzerland as the CFO. Throughout my career, I have focused on helping organizations achieve sustainable growth and financial strengths, and I look forward to partnering with Shyft and its highly talented team to maximize the potential of what our organizations can do together. We have long admired Shyft as a peer in our industry, and we have a lot in common, which is why we are confident that this strategic combination offers a unique and highly compelling opportunity to create an industry leader. Turning to slide 11, I will now provide an overview of Aebi Schmidt Group. We are a Switzerland-based leader in the specialty vehicles industry with a legacy dating back over 100 years. We have a long track record of providing our customers with best-in-class products and services. North America drives approximately 50% of our revenues, and the remainder coming from our sales across Europe and the rest of the world. Aebi Schmidt has built a broad portfolio of highly trusted offerings across attractive end markets, including commercial trucks and trailers, snow and ice clearing, street sweeping, marking, and environmental maintenance, airport snow and ice clearing, and agriculture. We operate in over 90 countries with the same focus on operational excellence, customer service, and innovation that Shyft has. We have a 3,000-strong person workforce, roughly half of whom are based in North America. We have 14 production facilities and sales and service organizations across 16 countries. This includes a dedicated group of approximately 120 engineers who focus day in and day out on creating innovative solutions for our customers. Our talented global team, advanced capabilities, and deep resources have allowed us to deliver tangible results, which I will outline more in the following slides. We have a strong track record of driving growth across key financial metrics demonstrated by the chart on slide 12. As we have successfully executed our growth strategy, our revenue has increased from $890 million to over $1 billion from 2022 to 2024. We expect this momentum to continue with our projected order intake and a backlog of roughly $1 billion and $670 million for 2024, respectively. Our adjusted EBITDA margin has expanded by 300 basis points over this period. This strong performance is supported by our focus on operational excellence, which has driven profitability and efficiency across our organization. Let me discuss this in more detail on slide 13. Aebi Schmidt has a successful history of driving value throughout M&A. I would like to dive in specifically to the recent acquisition of M-B Companies in 2018 and Monroe Truck Equipment in 2021, both of which were significant transactions that expanded our presence in the attractive end market in the U.S. As a leading American manufacturer of snow removal and cleaning machines, M-B Companies unlocked a new revenue growth for the Aebi Schmidt in the attractive North American airport sector. Similarly, our landmark acquisition of Monroe considerably increased our presence in the U.S. and the commercial vehicle sectors more broadly. In both instances, we have delivered significant revenue and EBITDA growth while also realizing synergies to drive further value creation. I'm confident we will also capture the full value of the actual synergies that this merger unlocks and seamlessly integrates our two organizations. On that note, let's talk about this combination that will create value for shareholders. A key strategic advantage of this merger is the scaled platform the combined company will have in North America, which will be further complemented by a strong presence in Europe. The combined company will have pro forma revenues of approximately $1.95 billion, 75% of which will be generated in North America. As a result, we will have a more resilient business well-positioned to capitalize on significant growth opportunities in high-growth sectors across attractive end markets. Slide 16 outlines what this transaction is all about. We will bring together the best of both companies, our strong capabilities, broad expertise, and a robust manufacturing to win in the market. Together, we will have a strong foundation of operational excellence, a wide-reaching network of deep customer relationships, leading positions in end markets across North America and a broad and diversified portfolio of innovative products and solutions. We see exciting opportunities across our end market, especially with our joint capabilities in commercial trucks, a core complementary area of our portfolios. Our strengths in this area will enable us to deliver a unified end-to-end value proposition. Shyft makes service truck bodies while Aebi Schmidt specializes in commercial work truck outfitting. By integrating these capabilities, we are creating a compelling growth opportunity. As we have mentioned, commercial trucks are a highly attractive and growing end market, and together, we will be positioned to capitalize on a $10 billion total addressable market for this industry. Similarly, we see exciting opportunities to leverage Shyft's chassis manufacturing to support Aebi Schmidt's airport snow clearing. We will also benefit from Shyft's commercial infrastructure as a service across our portfolio. Overall, we believe our combined capabilities will make us highly competitive in the marketplace. I will now turn back to John to walk through the financials. Before I do so, I'd like to emphasize again what a tremendous opportunity this transaction is. Thank you for your time, and I look forward to getting to know you. I will now turn back over to John. Thanks, Barend. Turning to the combined company's attractive financial portfolio, we expect our pro forma combined revenue to be approximately $1.95 billion, and the combined pro forma synergy-adjusted EBITDA is expected to be $200 million plus, with an adjusted EBITDA margin of 10.5%. Double-digit margins represent a strong step for both of our businesses, demonstrating the attractiveness of our combined organization, and we believe we can continue to expand margins going forward. Slide 18 highlights the synergies we've identified, as well as the additional long-term upside potential. We are projecting $25 million-$30 million in achievable run rate synergies, of which $20 million-$25 million are cost synergies, primarily captured through vertical integration of the business, cost-saving opportunities from the combined supply chain, operational efficiency gains across our production facilities, and a streamlined leadership team and corporate services. We've also identified an additional $5 million EBITDA opportunity from near-term revenue synergies through cross-selling our broader product portfolio to our combined customer base and geographic expansion in attractive markets. We expect to achieve these synergies by the second year following the close of the transaction. These synergies will create significant value, including growth, margin, and free cash flow accretion, in addition to EPS accretion and generation of ROIC above cost of capital by the first and third years following the close of the transaction, respectively. We're also excited about the significant long-term value potential of the combined business. In addition to the synergies identified, we expect to benefit from increased product innovation and a strengthened balance sheet that will support strategic initiatives. Turning to slide 19, in summary, this transformative merger will create a highly competitive specialty vehicles company that is well-positioned to drive outsized growth through a scaled-up global platform and expanded portfolio. We will capture achievable synergies with additional upside and strengthen our financial profile. We have a bright future ahead of us, and it is very exciting to be at Shyft now. I'm confident that Aebi Schmidt is the right partner for Shyft, and I look forward to bringing together our companies to drive long-term growth. And with that, we will open up the line for questions. We will now begin the question and answer session. To ask a question, you may press star then one on your telephone keypad. If you're using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star then two. At this time, we will pause momentarily to assemble our roster. The first question comes from Mike Shlisky with D.A. Davidson. Please go ahead. Good morning. Congratulations and thanks for taking my question. Thanks. A couple of housekeeping items. Hey there. Just a couple of housekeeping items first. Combine the company. Are there any areas that might need to be divested as a result of the transaction to meet any regulatory questions? We currently don't see any need to do that. Of course, we'll go through the process, Mike, but as of right now, we see that the company fits very well together and does not need to have any divestitures. Okay. And then, Barend, it's great to hear you've worked there for a couple of years. Did I hear correctly that you'll be moving to the U.S.? And who will be the CFO of the combined company? So probably you can take the first and the second question. I'll take the second one for the CFO. Barend and I are going to work together to find the right candidate to be the CFO. As you know, Mike, John's leaving here at the end of the year. He's been fantastic to help us through the process as he pursues a different opportunity, and we'll go on the market and look both internally and externally to find the right person to fill the role. But it'll be done jointly with Barend. To your first question, first of all, thank you very much. As you can imagine, in the last three or four years, I spent probably more time in the U.S. than everywhere else, and that will definitely increase. For sure, I will spend most of my time here in the U.S. to make sure that the integration works well, even though we also need to make sure that our European business is performing well because I still see a lot of synergies as we have started already with the Monroe transaction. For example, recently, we sold some sweepers here in New York and Washington, Charlotte, Salt Lake City. These are very good examples of how we can leverage also our European business. Got it. Also, can you just get maybe a rough outline of the mix of the combined company? People have always viewed Shyft as a final-mile vehicle leader. It probably still will be, but I guess I was curious how much of the combined company will be final-mile going forward, and what would be the larger focus, would you say, of the mix after the transaction closes? I'll take that one. So 20%-25% will be the mix in the combined company, roughly, for that final mile. Okay. So obviously, the rest is going to be a combination of the sweepers, the snow business, etc. Is there just an approximate breakdown we can get of how much of it will be snow and how much will be sweepers? Just because there's some major competitors out there that you've already listed here. We can get that. The scale you'd have there. Yeah. Yeah. Mike, we'll follow up with you on that. We'll give you. We can share a breakdown of the product portfolio. Okay. Great. Great. Maybe one last one for me, and I'll pass it along and jump back in the queue. You just launched a production of the Blue Arc vehicle. I'm curious whether the transaction will change your approach toward Blue Arc in any way. Can you confirm that's still going to happen going forward? And are there any opportunities in Europe to sell some EV vans or other EV chassis-based vehicles? So to start off with the Blue Arc, we're fully committed and going forward, as you saw. We did that press release last Monday as we begin to fill that 150-unit order from FedEx and transition then to the other orders that we see coming in. Together, we'll evaluate that business. I think the nice thing as well, Aebi Schmidt also has products in the electrification area that we can combine some of our knowledge and resources together to support those. Just to give you a bit more color into that from a European perspective also or from an Aebi Schmidt perspective, we're all already heavy in that transformation. As you can imagine, if you look at our compact sweeper business, where we sell roughly 1,200 vehicles a year, we already sell 25% of these compact sweepers are electrified with also a higher margin. And these are also the products which we have sold in the U.S., especially in New York, where they have quite a lot of machines in operation. So that fits really together with the EV activities at the Shyft Group. Outstanding. Again, congratulations, and I'll pass it along. Thank you, Mike. The next question comes from Tyler DiMatteo with BTIG. Please go ahead. Good morning, Tyler. Mr. DiMatteo, your line is open. Please go ahead with your question. Thank you. Sorry about that. Good morning, everyone. Good morning. I have a question on the North American versus Europe dynamic. I guess at the highest level here, how do you kind of think about balancing the growth within the two markets? I know you kind of laid out your targets there. I'm just curious, how do you think about kind of the go-to-market strategies for the different regions and then the underlying business verticals there? One of the reasons we're coming together is both Aebi Schmidt and Shyft Group see the North American market as very strong and primed for additional growth. So that's one of the reasons we're leaning, you'll see the combined company is 75% North America. The nice thing as well, Aebi Schmidt has a global presence, primarily Europe. And for that, I'll turn it over to your thoughts, Barend. Also here, and thank you for this question. So I think it's not just a geographical question. It's also a question with regards to the product lines. For example, as you all know, geopolitically seeing Europe, it's a bit more difficult. Some of the countries don't even have anymore a government that makes some of the deals not that easy. Honestly, we have gained market share. But if you look from our product portfolio, so we see a very good momentum on the airport business. There we have our books already full. For example, our production facility in the U.S. is already full for next year. We see a very good momentum on our snow and ice business, where we have recently won a few nice deals. Honestly, we see a bit of slowdown when it comes to our sweeper business, but we were able to compensate because of our North American business. And as you can see here, we have already the leverage between Europe and the North America market. And as I said, we have a very strong backlog on the Aebi Schmidt side. There you need to add up roughly $150 million-$200 million of after-sales. Then you have already covered somehow $850 million-$880 million of revenues. Okay. Great. And then following up on some of those comments there, I guess how much of the opportunity here, at least for the initial transaction, is the cross-selling versus the new business opportunities that were highlighted, I guess, in the prepared remarks? I guess how do you kind of think about the dynamic between the two and the interplay between cross-selling versus new businesses now that you're in something like snow and ice, for example? Yeah. To start off, we've identified the first $20 million-$25 million as really cost synergies that we're able to drive. And we're just getting started on the cross-selling side of things. We're comfortable with driving at least $5 million in EBITDA, short-term improvement. There is tremendous opportunity, especially with Monroe commercial business and our service body business. Okay. Great. Thanks, guys. I'll turn it back to the queue. The next question comes from Matt Koranda with Roth Capital. Please go ahead. Thank you, sir. Congrats. Just since we are more familiar with sort of the growth drivers for Shyft, curious maybe if you guys could touch on the Aebi Schmidt sort of 10% growth kicker over the last few years, more on the products and channels that drove that growth rate. Is that all organic? And then going forward, what's the right sort of growth rate sort of to pull forward for that side of the business? Probably we go back to slide 13. As you can see, I mean, we definitely have grown also by M&A transaction, but the good story is we were really able to then grow organically with the acquired companies, and I mean, as you can see on page 13, revenue we have grown by 99%, and we brought up the EBITDA by 140%, and this is just pure organic growth, and the same with the Monroe Truck Equipment. There we already have used synergies between a company which we have bought in 2015, which is Swenson Spreader. There we brought the two companies together, and that also helped to drive our organic growth. In Europe, we just had organic growth because we just did limited acquisitions, and there we, even in, given the difficult market environment, we were able to gain market share, and we were also able to grow. The first time, we really outperformed all our competitors. This year, we really have grown our business in Europe as well. Therefore, we have quite a high backlog as well. Okay. That's helpful. And then maybe just on production capacity, how would you characterize capacity versus utilization at Aebi Schmidt? Maybe just reinvestment needs and how capital expenditures trend as a percentage of sales relative to Shyft? First of all, I was very much impressed by the visits when we looked at the factories at The Shyft Group. And honestly, in our airport business, so even though that we have built a new factory, we have some limitations on the capacity, and I think we can also use synergies in that area. And honestly, in North America, we recently closed one factory to become more efficient. The Meyer factory we closed in Cleveland, or we announced to close it by the end of the year, and we moved that to Monroe Truck Equipment so that we also have full utilization over there. In Europe, our factories are more or less fully utilized with two exceptions. That's the one in Holland and the other one in Burgdorf. But we have recently done an acquisition, which is so-called La dog, and we will move some of the production into our Swiss production, which is located in Burgdorf. That will help then also to have the needed absorption as well. And then maybe just last one on the capital structure post-deal. It does look like a fair bit of debt. Maybe talk about the priorities for capital post-acquisition, post-close. Is that going to be debt repayment first and foremost? Maybe just talk about sort of where we allocate cash and sort of the priority rank order. The focus is really delivering on our committed business plans, both of us, for 2025, which will deliver both of our companies quite well, and then that will prepare us as well for opportunity to look at M&A going forward, but the first step is really this integration and to generate that free cash flow and achieve those synergies we've identified. The last one, I guess maybe if I could sneak one more in on the run rate synergies you guys are highlighting, the $25-$30, maybe just timing of sort of how quickly we can achieve those because it looks like a lot of them are cost, I would imagine. Some of those can come in relatively short order. The $5 million commercial synergies maybe take a little bit longer, but just any thoughts on timing, then I'll leave the rest to others. Yeah. Man, we're working to accelerate it as much as possible. What we will put out is a very realistic plan that we're going to challenge our teams, of course, to do better to do it. And that's what we said by the end of year two, we would achieve this. But the challenge for us internally is obviously to move faster. So from our perspective, the first three months after closing, we're heavily absorbed to convert our Swiss GAAP into US GAAP. And that absorbs a bit of the resources. And I think once we have done this, then we can really start to collect these cost synergies. And I'm quite convinced that we will achieve that because we have shown this also with the other transaction we have done in the past. So that reflects a bit what we have achieved at Monroe as well as M-B. We have a follow-up from. Go ahead. No, operator, next question, please. And we have a follow-up from Mike Shlisky with D.A. Davidson. Please go ahead. Great. Thank you for taking my follow-up questions here. And just really two. I guess, first, Barend, can you maybe comment on Aebi Schmidt's market position in the areas in which it plays, for example, in your ag business, which looks like it's mostly like a land clearing or mowing application? Is it a large player? In In snow, I guess, at airport, you're doing well, I imagine. But just kind of broadly speaking, what's your market share in your larger market? So when you look at our strategy, we always had a goal to be in minimum number three in the markets where we're active. And normally, we have achieved that. And our market share starts from, let's say, 25% up to 80% in certain areas. And let's take the airport business where we have in certain regions we have a market share which is above 50%. So that was always our goal. And if you look at our transaction we have made in the past, they're always related to make sure that we have this position in the market. And as I told you, we also were able to gain market share. And to give you a few examples, in the sweeper business, compact sweeper business, we're number one in Europe. In the snow and ice business, we're number one in Europe. Also in the airport business, we're number one. A good comparison is most probably Bucher Industries, who is also in similar businesses. This company is also located in Switzerland. Great. Another question is about growth you've seen in your snow business in the U.S., maybe obviously not the M&A part, but the organic growth. It has not snowed in some larger metropolitan areas in the United States for a couple of years, and I'd be curious if the organic growth that you've been talking about in the broader business includes a headwind we've seen recently in some of the major metropolitan areas, snow totals, and whether there's an opportunity for some additional growth going forward if we come back to a normal snow season. Okay. So we have three areas where we are very much dependent on snow. Let's take first the airport business, for example. I mean, there, this is, as we always call it, it's a product who secures safeness, and they buy it also if there is no snow, for example, and honestly, we were approached by a lot of airports, so there we gained market share, and we don't see any kind of downturn at the moment, and then if you look at the heavy-duty equipment, so there we profit a bit from that. In the past, there were problems with getting the trucks, and therefore we still have full books. If you look at our Monroe business, our books are full 2025, and we already started to book in 2026, so there we have a very good position. It's a bit different when you then go into the semi-professional products as we have at Meyer, but this is just a very small piece in our product portfolio. We're talking about $20-$25 million of revenue. So we are not much dependent on that business as, for example, Boss or others. Got it. That's perfect. I appreciate those discussions. Thank you. Thanks, Mike. Again, if you have a question, please press star then one. Seeing there are no further questions, this concludes our question and answer session. I would like to turn the conference back over to Randy Wilson for any closing remarks. Thanks for joining us today to hear about this compelling transaction that we believe will deliver growth and value. Management will be available after this call today and through the week to answer any follow-up questions you have. Please do not hesitate to reach out to me. I'd be happy to set up a time. With that, we'll close out the call for today, and I hope you have a good day. Thank you. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.