Annonce • Apr 02
Buhler Industries Inc. Cl-A Ordinary Shares to Be Deleted from OTC Equity Buhler Industries Inc. Cl-A Ordinary Shares will be deleted from OTC Equity effective April 01, 2025, due to Acquisition /Merger /Amalgamation. Annonce • Mar 29
ASKO Sinai ve Teknoloji Üretim Sanayi Ticaret Anonim Sirketi completed the acquisition of the remaining 3.3% stake in Buhler Industries Inc. (TSX:BUI) (the "Company") in a going private transaction. ASKO Sinai ve Teknoloji Üretim Sanayi Ticaret Anonim Sirketi executed a definitive Amalgamation Agreement to acquire the remaining 3.3% stake in Buhler Industries Inc. (TSX:BUI) (the "Company") for CAD 5.9 million in a going private transaction on February 11, 2025. Under the Amalgamation Agreement, the Company and Newco would amalgamate and continue as one company ("Amalco"). Pursuant to the Amalgamation: (i) each Common Share of the Company owned by public shareholders other than Newco (the "Minority Shareholders") would be converted into one redeemable preferred share of Amalco (an "Amalco Redeemable Preferred Share") and each Amalco Redeemable Preferred Share would then be redeemed by Amalco for CAD 7.30 (the "Redemption Amount") in cash immediately following completion of the Amalgamation; (ii) the Common Shares held by Newco would be cancelled without payment of capital; and (iii) ASKO would receive one common share in the capital of Amalco for each common share it holds in the capital of Newco. Upon completion of the Amalgamation and the subsequent redemption by Amalco of the outstanding Amalco Redeemable Preferred Shares, Amalco would continue to operate as a private company, wholly owned by ASKO. Following the completion of the Amalgamation, the Common Shares will be de-listed from the Toronto Stock Exchange and the Company will apply to cease to be a reporting issuer under applicable Canadian securities laws. The board of directors of the Company (the "Board") formed a special committee (the "Special Committee") comprised of Mr. Ossama AbouZeid as the sole independent director of the Company, to evaluate the Amalgamation and make recommendations to the Board.
The Amalgamation is subject to a number of conditions including the approval of the Amalgamation Resolution by at least two-thirds of the votes cast by holders of Common Shares at the Meeting (including votes cast by Newco). Assuming the satisfaction of all conditions, the Amalgamation is expected to close as soon as practicable following the Meeting. There is no assurance that the Amalgamation will be completed on the terms as proposed or at all. In light of the conclusions of the Special Committee and PwC, the Board (with the nominees of ASKO on the Board recusing themselves) approved the Amalgamation and recommends that shareholders vote in favour of the Amalgamation. The Company has called a special meeting (the "Meeting") of shareholders of the Company to approve the Amalgamation (the "Amalgamation Resolution"). The Meeting will be held on or about March 28, 2025. The Special Committee retained PricewaterhouseCoopers LLP ("PwC") as its financial advisor to advise with respect to the financial fairness of the Amalgamation. PwC has provided a fairness opinion (the "Fairness Opinion") to the Special Committee to the effect that, as at February 11, 2025, and subject to the assumptions, limitations and qualifications contained therein, the consideration offered pursuant the Amalgamation is fair, from a financial point of view, to the Minority Shareholders. The Special Committee also retained PwC to prepare and deliver a formal valuation (the "Formal Valuation") of the Common Shares under the supervision of the Special Committee. The Special Committee has engaged Burnet, Duckworth & Palmer LLP as its legal advisor.
ASKO Sinai ve Teknoloji Üretim Sanayi Ticaret Anonim Sirketi completed the acquisition of the remaining 3.3% stake in Buhler Industries Inc. (TSX:BUI) (the "Company") in a going private transaction on March 28, 2025. Reported Earnings • Nov 17
Third quarter 2024 earnings released: EPS: CA$0.27 (vs CA$0.06 loss in 3Q 2023) Third quarter 2024 results: EPS: CA$0.27 (up from CA$0.06 loss in 3Q 2023). Revenue: CA$83.3m (up 39% from 3Q 2023). Net income: CA$6.68m (up CA$8.08m from 3Q 2023). Profit margin: 8.0% (up from net loss in 3Q 2023). Over the last 3 years on average, earnings per share has fallen by 10% per year but the company’s share price has only fallen by 2% per year, which means it has not declined as severely as earnings. Reported Earnings • Aug 16
Second quarter 2024 earnings released: EPS: CA$0.29 (vs CA$0.64 in 2Q 2023) Second quarter 2024 results: EPS: CA$0.29 (down from CA$0.64 in 2Q 2023). Revenue: CA$78.3m (up 16% from 2Q 2023). Net income: CA$7.25m (down 55% from 2Q 2023). Profit margin: 9.3% (down from 24% in 2Q 2023). The decrease in margin was driven by higher expenses. Over the last 3 years on average, earnings per share has increased by 43% per year but the company’s share price has fallen by 9% per year, which means it is significantly lagging earnings. Valuation Update With 7 Day Price Move • Aug 15
Investor sentiment improves as stock rises 18% After last week's 18% share price gain to CA$2.42, the stock trades at a trailing P/E ratio of 76.1x. Average trailing P/E is 26x in the Machinery industry in Canada. Total loss to shareholders of 24% over the past three years. Annonce • May 16
Buhler Industries Inc. Provides Earnings Guidance for the Year 2024 Buhler Industries Inc. provided earnings guidance for the year 2024. The company expects sales to be higher in 2024. The company expects to see profitability improve as a result of actions taken early in 2024. Annonce • Apr 21
Buhler Industries Inc., Annual General Meeting, Jun 19, 2024 Buhler Industries Inc., Annual General Meeting, Jun 19, 2024. Reported Earnings • Apr 01
Full year 2023 earnings released Full year 2023 results: Revenue: CA$238.5m (flat on FY 2022). Net income: CA$7.09m (up CA$8.12m from FY 2022). Profit margin: 3.0% (up from net loss in FY 2022). Over the last 3 years on average, earnings per share has increased by 129% per year but the company’s share price has fallen by 13% per year, which means it is significantly lagging earnings. Annonce • Mar 29
Buhler Industries Inc. Appoints Zafer Ozbalaban as President Buhler Industries Inc. has announced on January 24, 2024 the appointment of Zafer Ozbalaban as President of Buhler Industries. Zafer comes from the Agricultural and Construction Machinery Industry. He received his Mechanical Engineering degree from Yildiz Technical University and also has his an M.B.A. Zafer started on the shop floor and gained his knowledge which helped him to work his way up to Senior positions. He serves as the Executive Board Member for Basak Traktor and is an Executive Board Member - R&D and Strategic Planning for ASKO Holding. In addition, Zafer serves as a Director on the Board of Buhler Industries. Zafer replaces Marat Nogerov as President who had been with the Company since 2018. Annonce • Dec 29
Basak Traktor Tarim Ziraat Ve Is Makinalari Sanayi Ticaret Anonim Sirketi completed the acquisition of 96.7% stake in Buhler Industries Inc. (TSX:BUI) from Rostselmash Combine Plant, LLC. Basak Traktor Tarim Ziraat Ve Is Makinalari Sanayi Ticaret Anonim Sirketi entered into a definitive agreement to acquire 96.7% stake in Buhler Industries Inc. (TSX:BUI) from Rostselmash Combine Plant, LLC for CAD 56.4 million on December 20, 2023. Under the terms of the Agreement, Basak Traktör has agreed to purchase 24,184,586 shares, which represent all of the common shares of Buhler Industries owned by Rostselmash Combine Plant. In addition, pursuant to the agreement, Basak Traktör will acquire all of the outstanding debt owing by Buhler Industries to Rostselmash for a purchase price equal to the principal and accrued and unpaid interest owing on the debt at the closing of the transaction. The total aggregate cash purchase price is CAD 60.5 million with approximately CAD 27.9 million in aggregate to be paid for the shares (or CAD 1.15 per share), CAD 4.1 million in transaction costs and the remainder attributed to the purchase price for the debt (equal to the principal and interest owing) and certain other payments related to intellectual property transfers agreed to between the parties. The purchase price for the shares is subject to certain adjustments. In addition, under the terms of the agreement, Basak Traktör has agreed to pay out amounts outstanding under Buhler Industries' credit facilities with Canadian Imperial Bank of Commerce at closing of the transaction.
On closing of the transaction, the current members of the board of directors of Buhler Industries are expected to resign and be replaced with nominees of Basak Traktör. The agreement contains a number of customary conditions that must be satisfied or waived prior to closing of the transaction. It is anticipated that the closing of the transaction will occur before year end or in early January 2024. Eversheds Sutherland (US) LLP and McMillan LLP are acting as legal counsel to ASKO Holding and Basak Traktör. Burnet, Duckworth & Palmer LLP is acting as legal counsel to Buhler Industries. Borden Ladner Gervais LLP is acting as legal counsel to Rostselmash. Origin Merchant Partners is acting as financial advisor to Buhler Industries.
Basak Traktor Tarim Ziraat Ve Is Makinalari Sanayi Ticaret Anonim Sirketi completed the acquisition of 96.7% stake in Buhler Industries Inc. (TSX:BUI) from Rostselmash Combine Plant, LLC on December 28, 2023. On closing of the Transaction, the Board of Directors of the Company was reconstituted with the nominees of Rostselmash resigning and certain new nominees of ASKO Holding were appointed to the Board. The members of the Board now include Grant Adolph, Allan Stewart and Ossama Abouzeid, all of which were members of the Board prior to completion of the Transaction, and Zafer Ozbalaban, Arda Akarsu, Levent Kiroglu and Ismail Mert Konukoglu, who are newly appointed members of the Board. Annonce • Dec 22
Basak Traktor Tarim Ziraat Ve Is Makinalari Sanayi Ticaret Anonim Sirketi entered into a definitive agreement to acquire 96.7% stake in Buhler Industries Inc. (TSX:BUI) from Rostselmash Combine Plant, LLC for CAD 56.4 million. Basak Traktor Tarim Ziraat Ve Is Makinalari Sanayi Ticaret Anonim Sirketi entered into a definitive agreement to acquire 96.7% stake in Buhler Industries Inc. (TSX:BUI) from Rostselmash Combine Plant, LLC for CAD 56.4 million on December 20, 2023. Under the terms of the Agreement, Basak Traktör has agreed to purchase 24,184,586 shares, which represent all of the common shares of Buhler Industries owned by Rostselmash Combine Plant. In addition, pursuant to the agreement, Basak Traktör will acquire all of the outstanding debt owing by Buhler Industries to Rostselmash for a purchase price equal to the principal and accrued and unpaid interest owing on the debt at the closing of the transaction. The total aggregate cash purchase price is CAD 60.5 million with approximately CAD 27.9 million in aggregate to be paid for the shares (or CAD 1.15 per share), CAD 4.1 million in transaction costs and the remainder attributed to the purchase price for the debt (equal to the principal and interest owing) and certain other payments related to intellectual property transfers agreed to between the parties. The purchase price for the shares is subject to certain adjustments. In addition, under the terms of the agreement, Basak Traktör has agreed to pay out amounts outstanding under Buhler Industries' credit facilities with Canadian Imperial Bank of Commerce at closing of the transaction.
On closing of the transaction, the current members of the board of directors of Buhler Industries are expected to resign and be replaced with nominees of Basak Traktör. The agreement contains a number of customary conditions that must be satisfied or waived prior to closing of the transaction. It is anticipated that the closing of the transaction will occur before year end or in early January 2024. Eversheds Sutherland (US) LLP and McMillan LLP are acting as legal counsel to ASKO Holding
and Basak Traktör. Burnet, Duckworth & Palmer LLP is acting as legal counsel to Buhler Industries. Borden Ladner Gervais LLP is acting as legal counsel to Rostselmash. Origin Merchant Partners is acting as financial advisor to Buhler Industries. Reported Earnings • Nov 16
Third quarter 2023 earnings released: CA$0.06 loss per share (vs CA$0.08 loss in 3Q 2022) Third quarter 2023 results: CA$0.06 loss per share (improved from CA$0.08 loss in 3Q 2022). Revenue: CA$60.1m (down 7.9% from 3Q 2022). Net loss: CA$1.40m (loss narrowed 45% from 3Q 2022). Over the last 3 years on average, earnings per share has increased by 119% per year but the company’s share price has fallen by 1% per year, which means it is significantly lagging earnings. New Risk • Aug 16
New major risk - Earnings quality The company has a high level of non-cash earnings. Accrual ratio: 24% This is considered a major risk. Non-cash earnings can arise from many different things. However, if a company consistently has a high level of non-cash earnings, it may be a sign that they are recognizing revenue from customers before the full value of the sales are received as cash or they are not depreciating the value of their assets appropriately. These are practices that inflate earnings, while not providing a similar increase to cash flows. Companies in some select industries naturally have a high level of non-cash earnings and it is not a major concern. However, in the worst case scenario it can be an early sign of performance manipulation by management. Currently, the following risks have been identified for the company: Major Risks Interest payments are not well covered by earnings (0.4x net interest cover). High level of non-cash earnings (24% accrual ratio). Minor Risk Market cap is less than US$100m (CA$57.0m market cap, or US$42.2m). Reported Earnings • Aug 15
Second quarter 2023 earnings released Second quarter 2023 results: Revenue: CA$67.6m (up 17% from 2Q 2022). Net income: CA$16.1m (up CA$15.0m from 2Q 2022). Profit margin: 24% (up from 1.8% in 2Q 2022). Reported Earnings • May 17
First quarter 2023 earnings released: EPS: CA$0.16 (vs CA$0.02 in 1Q 2022) First quarter 2023 results: EPS: CA$0.16 (up from CA$0.02 in 1Q 2022). Revenue: CA$56.0m (up 1.4% from 1Q 2022). Net income: CA$4.12m (up CA$3.73m from 1Q 2022). Profit margin: 7.4% (up from 0.7% in 1Q 2022). Over the last 3 years on average, earnings per share has increased by 106% per year but the company’s share price has fallen by 7% per year, which means it is significantly lagging earnings. Valuation Update With 7 Day Price Move • Jan 16
Investor sentiment improved over the past week After last week's 26% share price gain to CA$2.37, the stock trades at a trailing P/E ratio of 22.9x. Average trailing P/E is 27x in the Machinery industry in Canada. Total loss to shareholders of 15% over the past three years. Reported Earnings • Nov 16
Third quarter 2022 earnings released: CA$0.08 loss per share (vs CA$0.03 loss in 3Q 2021) Third quarter 2022 results: CA$0.08 loss per share (further deteriorated from CA$0.03 loss in 3Q 2021). Revenue: CA$65.3m (up 12% from 3Q 2021). Net loss: CA$2.54m (loss widened 242% from 3Q 2021). Over the last 3 years on average, earnings per share has increased by 82% per year but the company’s share price has fallen by 20% per year, which means it is significantly lagging earnings. Board Change • Nov 16
Less than half of directors are independent Following the recent departure of a director, there are only 3 independent directors on the board. The company's board is composed of: 3 independent directors. 4 non-independent directors. Independent Director Ossama AbouZeid was the last independent director to join the board, commencing their role in 2022. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Valuation Update With 7 Day Price Move • Nov 02
Investor sentiment improved over the past week After last week's 15% share price gain to CA$1.97, the stock trades at a trailing P/E ratio of 11.2x. Average trailing P/E is 15x in the Machinery industry in Canada. Total loss to shareholders of 45% over the past three years. Reported Earnings • Aug 13
Second quarter 2022 earnings released: EPS: CA$0.04 (vs CA$0.15 in 2Q 2021) Second quarter 2022 results: EPS: CA$0.04 (down from CA$0.15 in 2Q 2021). Revenue: CA$57.8m (down 27% from 2Q 2021). Net income: CA$1.05m (down 72% from 2Q 2021). Profit margin: 1.8% (down from 4.7% in 2Q 2021). Over the last 3 years on average, earnings per share has increased by 70% per year but the company’s share price has fallen by 7% per year, which means it is significantly lagging earnings. Board Change • Aug 03
Less than half of directors are independent Following the recent departure of a director, there are only 3 independent directors on the board. The company's board is composed of: 3 independent directors. 4 non-independent directors. Independent Director Ossama AbouZeid was the last independent director to join the board, commencing their role in 2022. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Board Change • Jul 18
Less than half of directors are independent Following the recent departure of a director, there are only 3 independent directors on the board. The company's board is composed of: 3 independent directors. 4 non-independent directors. Independent Director Ossama AbouZeid was the last independent director to join the board, commencing their role in 2022. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Board Change • May 31
Less than half of directors are independent Following the recent departure of a director, there are only 3 independent directors on the board. The company's board is composed of: 3 independent directors. 4 non-independent directors. Independent Director Ossama AbouZeid was the last independent director to join the board, commencing their role in 2022. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Reported Earnings • May 15
First quarter 2022 earnings released: EPS: CA$0.02 (vs CA$0.02 in 1Q 2021) First quarter 2022 results: EPS: CA$0.02 (vs CA$0.02 in 1Q 2021). Revenue: CA$55.2m (down 14% from 1Q 2021). Net income: CA$394.0k (down 9.6% from 1Q 2021). Profit margin: 0.7% (in line with 1Q 2021). Over the last 3 years on average, earnings per share has increased by 55% per year but the company’s share price has fallen by 12% per year, which means it is significantly lagging earnings. Annonce • Apr 23
Buhler Industries Inc., Annual General Meeting, Jun 22, 2022 Buhler Industries Inc., Annual General Meeting, Jun 22, 2022. Reported Earnings • Apr 02
Full year 2021 earnings released: EPS: CA$0.28 (vs CA$0.96 loss in FY 2020) Full year 2021 results: EPS: CA$0.28 (up from CA$0.96 loss in FY 2020). Revenue: CA$253.7m (flat on FY 2020). Net income: CA$7.13m (up CA$31.3m from FY 2020). Profit margin: 2.8% (up from net loss in FY 2020). Over the last 3 years on average, earnings per share has increased by 53% per year but the company’s share price has fallen by 10% per year, which means it is significantly lagging earnings. Annonce • Mar 04
Buhler Industries Inc. Announces Board Changes Buhler Industries Inc. announced that the Board of Directors has accepted the resignation of Konstanin Babkin. Mr. Babkin has been a vocal supporter of the actions taken by the Russian Federation. These views are in stark contrast to those of the North American executive team and do not reflect the position or values of Buhler Industries. He will be replaced by Adam Reid, currently the Vice President of Sales and Marketing. Mr. Reid has over 15 years of experience with the company and has been pivotal in recent growth, building trust and relationships with the Versatile dealer network. Grant Adolph, P.Mgr., has been appointed Chairman of the Board of Buhler Industries. Mr. Adolph is currently a member of the Board and Chief Operating Officer. He has been with the company since 1975 and has held various roles in product development, engineering, production and management. Ossama AbouZeid, PhD, MBA has been appointed as a Director on the Board and Chairman of the Audit Committee. Mr. AbouZeid has prior experience having served as President and Chief Financial Officer of Buhler Industries. Mr. AbouZeid has served on a number of boards in the past and has an excellent understanding of the Company's products, markets and overall operations. Mr. AbouZeid is replacing John Buhler who has decided to retire. Board Change • Mar 01
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 6 highly experienced directors. COO & Director Grant Adolph was the last director to join the board, commencing their role in 2015. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Board Change • Jan 31
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 6 highly experienced directors. COO & Director Grant Adolph was the last director to join the board, commencing their role in 2015. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Annonce • Dec 23
Rostselmash Combine Plant, LLC acquired 16.3% stake in Buhler Industries Inc. (TSX:BUI) for CAD 12.25 million. Rostselmash Combine Plant, LLC acquired 16.3% stake in Buhler Industries Inc. (TSX:BUI) for CAD 12.25 million on December 22, 2021. The Purchaser acquired an aggregate of 4,083,886 Buhler Industries Shares at a price of CAD 3.00 per Buhler Industries Share for an aggregate purchase price of CAD 12,251,658. The Purchaser is a corporation duly incorporated under the laws of the Country of Russia which prior to completion of the Acquisition held 20,100,700 Buhler Industries Shares representing approximately 80.4% of the total issued and outstanding Buhler Industries Shares. Following the completion of the Acquisition, the Purchaser now holds 24,184,586 Buhler Industries Shares representing approximately 96.7% of the total issued and outstanding Buhler Industries Shares. The purpose of the Acquisition was for investment purposes.
Rostselmash Combine Plant, LLC completed the acquisition of 16.3% stake in Buhler Industries Inc. (TSX:BUI) on December 22, 2021. Reported Earnings • Nov 18
Full year 2021 earnings released: CA$0.015 loss per share (vs CA$1.03 loss in FY 2020) The company reported a solid full year result with reduced losses, improved revenues and improved control over expenses. Full year 2021 results: Revenue: CA$253.4m (up 1.5% from FY 2020). Net loss: CA$363.0k (loss narrowed 99% from FY 2020). Over the last 3 years on average, earnings per share has increased by 41% per year but the company’s share price has fallen by 7% per year, which means it is significantly lagging earnings. Reported Earnings • Aug 18
Third quarter 2021 earnings released: EPS CA$0.15 (vs CA$0.02 in 3Q 2020) The company reported a strong third quarter result with improved earnings, revenues and profit margins. Third quarter 2021 results: Revenue: CA$79.2m (up 3.3% from 3Q 2020). Net income: CA$3.76m (up CA$3.30m from 3Q 2020). Profit margin: 4.7% (up from 0.6% in 3Q 2020). Over the last 3 years on average, earnings per share has increased by 18% per year but the company’s share price has fallen by 5% per year, which means it is significantly lagging earnings. Reported Earnings • May 19
Second quarter 2021 earnings released The company reported a strong second quarter result with improved earnings, revenues and profit margins. Second quarter 2021 results: Revenue: CA$64.6m (up 7.9% from 2Q 2020). Net income: CA$436.0k (up CA$8.90m from 2Q 2020). Profit margin: 0.7% (up from net loss in 2Q 2020). The move to profitability was primarily driven by higher revenue. Over the last 3 years on average, earnings per share has fallen by 8% per year but the company’s share price has only fallen by 1% per year, which means it has not declined as severely as earnings. Annonce • Feb 26
Buhler Industries Inc., Annual General Meeting, Mar 25, 2021 Buhler Industries Inc., Annual General Meeting, Mar 25, 2021, at 11:00 Central Daylight. Location: 1260 Clarence Avenue, Winnipeg Manitoba Canada Agenda: To elect Directors; to receive the Financial Statements for Buhler Industries Inc. fiscal period ending September 30th, 2020 and the auditors' report thereon; to change the fiscal year end for the company fiscal period from September 30th of each year; to December 31st of each year; and to appoint MNP LLP as the auditors for the 2021 fiscal period. Is New 90 Day High Low • Feb 18
New 90-day high: CA$2.90 The company is up 26% from its price of CA$2.31 on 19 November 2020. The Canadian market is up 11% over the last 90 days, indicating the company outperformed over that time. However, it underperformed the Machinery industry, which is up 70% over the same period. Reported Earnings • Feb 14
First quarter 2021 earnings released: CA$0.15 loss per share (vs CA$0.22 loss in 1Q 2020) The company reported a solid first quarter result with reduced losses, improved revenues and improved control over expenses. First quarter 2021 results: Revenue: CA$51.2m (up 4.1% from 1Q 2020). Net loss: CA$3.82m (loss narrowed 30% from 1Q 2020). Over the last 3 years on average, earnings per share has fallen by 20% per year but the company’s share price has only fallen by 14% per year, which means it has not declined as severely as earnings. Reported Earnings • Jan 01
Full year 2020 earnings released: CA$1.03 loss per share The company reported a solid full year result with reduced losses and improved revenues and control over expenses. Full year 2020 results: Revenue: CA$249.6m (up 8.9% from FY 2019). Net loss: CA$25.8m (loss narrowed 13% from FY 2019). Over the last 3 years on average, earnings per share has fallen by 39% per year but the company’s share price has only fallen by 17% per year, which means it has not declined as severely as earnings. 
