COLUMBUS MCKINNON CORP
For the period ended Mar 31, 2025. Filed Jun 30, 2025.
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Mar 31, 2025 · Filed Jun 30, 2025
Contents
FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES
This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical or current fact, included in this proxy statement are forward-looking statements. Forward-looking statements reflect our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. These statements can be identified by the use of forward-looking words, such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “would,” “should,” “could,” “can have,” “future,” “likely,” “target,” “possible,” “intend,” and other words and terms of similar meaning (including their negative counterparts or other various or comparable terminology). For example, all statements we make relating to our plans and objectives for future operations, growth results, or initiatives, including relating to the Kito Crosby Acquisition (as defined herein), strategies, plans for enhancing shareholder value, pending acquisitions, the amount of future dividend payments in fiscal 2026 and beyond or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we currently expect, including:
the possibility that the Kito Crosby Acquisition will not be consummated or delays occur in consummating the Kito Crosby Acquisition;
the possibility that we may fail to realize all of the anticipated benefits of the Kito Crosby Acquisition, including the expected annual net cost run rate synergies, or those benefits may take longer to realize than expected;
risks relating to the issuance of the Preferred Shares (as defined below) and incurrence of a substantial amount of indebtedness in connection with the financing of the Kito Crosby Acquisition;
the possibility that the closing conditions set forth in the Stock Purchase Agreement or Investment Agreement (each as defined herein) will not be satisfied, including, among others, receipt of the necessary regulatory approvals required to consummate the Kito Crosby Acquisition;
the amount of the costs, fees, expenses and charges related to the Kito Crosby Acquisition, including the risk that the Stock Purchase Agreement may be terminated in certain circumstances that would require Columbus McKinnon to pay Kito Crosby a termination fee of up to $243.0 million, the payment of which could cause significant liquidity issues;
adverse effects on the market price of our common stock and on our operating results because of a failure to consummate the Kito Crosby Acquisition;
negative effects relating to any further announcements relating to the Kito Crosby Acquisition or the consummation of the Kito Crosby Acquisition on the market price of our common stock;
legal proceedings instituted against Columbus McKinnon and our affiliates in connection with the Kito Crosby Acquisition;
unanticipated difficulties or expenditures relating to the Kito Crosby Acquisition;
disruptions of current plans and operations caused by the announcement or consummation of the Kito Crosby Acquisition, including risks related to the Kito Crosby Acquisition diverting the attention of our management or our employees from ongoing business operations;
the response of customers, distributors, suppliers and competitors to the announcement or consummation of the Kito Crosby Acquisition;
industrial economic and general macroeconomic conditions;
increased competition with respect to our business, including with respect to our material handling and precision conveyance products;
our ability to maintain positive perceptions of Columbus McKinnon and its brands;
price fluctuations and trade tariffs on steel, aluminum and other raw materials, parts and goods purchased to manufacture our products and our ability to pass on price increases to our customers or obtain affected materials, parts or goods;
2025 Proxy Statement
Forward-Looking Statements and Website References
our ability to obtain sufficient pricing for our products and services to meet our profitability expectations;
the scarcity or unavailability of the raw materials and critical components we use to manufacture our products and the impact of such scarcity or unavailability on our ability to operate our business;
our ability to successfully manage our backlog;
our ability to maintain relationships with the independent distributors we use to sell our products;
our ability to continue to attract, develop, engage and retain qualified employees;
our ability to understand our customers' specific preferences and requirements, and to develop, manufacture and market products that meet customer demand as we expand into additional international markets;
our ability to manage our indebtedness, including compliance with debt covenant restrictions in our term loan B and our credit agreement and the Facilities (as defined below);
our ability to raise capital in the future and manage the negative effects of inflation on our business;
our ability to manage the risks of conducting operations outside of the United States, including currency fluctuations, trade barriers, labor unrest, geopolitical conflicts, more stringent labor regulation, tariffs, economic sanctions, export controls, political and economic instability and governmental expropriation;
a potential ratings downgrade or other negative action by a ratings organization adversely affecting the trading price of our common stock;
potential product liability, as our products involve risks of personal injury and property damage;
compliance with federal, state and local environmental protection laws, including regulatory measures meant to address climate change, which may be burdensome and lower our margins;
our ability to adequately protect our intellectual property and refrain from infringing on the intellectual property of others;
our ability to adequately manage and rely on our subcontractors and suppliers;
changes in general economic conditions and the geographic concentration of our locations, which may affect our business;
our ability to adequately protect our information technology systems from cyberattacks or other interruptions;
our ability to comply with the U.S. Foreign Corrupt Practices Act and other anti-corruption laws;
our ability to retain key members of our management team; and
the volatility of our common stock.
While we believe that the forward-looking statements in this proxy statement are reasonable, we caution that it is very difficult to predict the effect of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations are disclosed from time to time in the reports we file with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on May 28, 2025 (the “2025 10-K”), our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements herein as well as other cautionary statements that are made from time to time in our other filings with the SEC and public communications. You should evaluate all forward-looking statements made in this proxy statement in the context of these risks and uncertainties.
We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the outcomes or affect us or our operations in the way we expect. The forward-looking statements included in this proxy statement are made only as of the date hereof and are based on our current expectations. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise except to the extent required by applicable law.
Website references throughout this proxy statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement.
2025 Proxy Statement
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