Mr. Willy Janzen reports

ASKO HOLDING TO ACQUIRE 97% OF THE COMMON SHARES OF BUHLER INDUSTRIES INC.

Buhler Industries Inc. and ASKO Holding have noted that Basak Traktor Tarim Ziraat Ve Is Makinalari Sanayi Ticaret A.S., which is a wholly owned subsidiary of ASKO Holding, has entered into a definitive agreement to purchase all of the common shares of the company owned by Combine Factory Rostselmash Ltd. The shares to be acquired by Basak Traktor represent approximately 97 per cent of all of the outstanding shares. In addition, pursuant to the agreement, Basak Traktor will acquire all of the outstanding debt of Buhler Industries owed to Rostselmash. The aggregate cash purchase price to be paid by ASKO is $60.5-million. The acquisition of the shares and debt is referred to herein as the transaction.

Entering into the agreement is the culmination of the process initiated by Buhler Industries to identify a long-term investment partner, which was announced in July, 2023. This transaction represents a significant step forward for the company as it seeks to bolster its position in the agricultural industry and continue its commitment to serving farmers and dealers with high-quality farm equipment. "We are very excited to partner with ASKO Holding. We believe that ASKO Holding's deep understanding and involvement in the agricultural equipment industry will assist the company in achieving its immense potential for future growth and innovation," said Grant Adolph, chief operating officer of Buhler Industries.

"This investment in Buhler Industries is the next step forward for ASKO Holding's expansion into the North American market. Buhler Industries and its iconic brands, Versatile and Farm King, have a deep history and legacy in the agricultural industry and we are enthusiastic about working with Buhler Industries to take the next steps in the evolution of its business," said Sami Konukoglu, chairman of ASKO Holding.

About Basak Traktor and ASKO Holding

Basak Traktor is headquartered in Sakarya, Turkey, and started manufacturing agricultural equipment and machinery in 1914 under a variety of brand names. In 1996, the company was renamed Basak. Under the brand name of Basak Traktor, the company manufactures tractors up to 120 horsepower and also manufactures soil tillage, planting and plant protection machinery, harvesting, and garden equipment under the Basak Agri brand. In addition, Basak distributes other agricultural brand machinery.

ASKO Holding most recently made its first acquisition in North America by purchasing Hy-Brid Lifts in the United States earlier this year. ASKO Holding is a diversified company with interests in agricultural machinery, construction equipment, energy and technology.

About Buhler Industries INc.

Buhler Industries is headquartered in Winnipeg, Man., Canada, and is a publicly traded company on the Toronto Stock Exchange (TSX: BUI). The company manufactures and distributes its product through the brand names Versatile and Farm King. The Versatile line of equipment consists of tractors and tillage. Farm King supplies augers, mowers, bale carriers, snowblowers and compact implements.

Buhler Industries has been an integral part of the agricultural landscape for nearly a century, with a legacy dating back almost 100 years. Serving as a cornerstone of the Canadian economy, the company takes pride in employing over 800 Canadians and making a significant impact in the province of Manitoba, with manufacturing facilities in both Winnipeg and Morden. The company also has manufacturing facilities and warehouses in the United States.

The transaction

Under the terms of the agreement, Basak Traktor has agreed to purchase 24,184,586 shares, which represent approximately 96.7 per cent of the issued and outstanding common shares of Buhler. In addition, Basak Traktor has agreed to purchase all of outstanding debt owing by the company 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 $60.5-million with approximately $27.9-million in aggregate to be paid for the shares (or $1.15 per share), $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 Traktor has agreed to pay out amounts outstanding under the company's credit facilities with Canadian Imperial Bank of Commerce (CIBC) at closing of the transaction. If the full amount outstanding under the credit facilities is paid out, all of the obligations of the company will be fully satisfied and the credit agreement related to the credit facilities will be terminated. Alternatively, Basak Traktor and the company may make alternative arrangements with CIBC for all or a portion of the capacity under the credit facilities to remain in place after closing.

It is anticipated that the closing of the transaction will occur before year-end or in early January, 2024. The agreement contains a number of customary conditions that must be satisfied or waived prior to closing of the transaction.

Advisers

Eversheds Sutherland (U.S.) LLP and McMillan LLP are acting as legal counsel to ASKO Holding and Basak Traktor. 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 adviser to Buhler Industries.

Early warning requirements

Neither ASKO Holding nor Basak Traktor currently hold any shares or other securities of the company and as a result upon completing the transaction, ASKO Holding through Basak Traktor will beneficially own, or exercise control or direction over, 24,184,586 shares representing approximately 96.7 per cent of the issued and outstanding shares as at the date hereof.

Basak Traktor has agreed to acquire the shares for investment purposes. Basak Traktor, ASKO Holding or an affiliate thereof, may, from time to time, decide to acquire additional securities of the company, including by way of a subsequent acquisition transaction to acquire the balance of the outstanding shares, dispose of some or all of its securities or may continue to hold securities of the company or develop plans or intentions relating to the foregoing, in each case, depending on market and economic conditions, the business and prospects of the company, and other relevant factors.

On closing of the transaction, the current members of the board of directors of the company are expected to resign and be replaced with nominees of Basak Traktor.

Basak Traktor is relying on the exemption from the takeover bid rules set out in Section 4.2 of National Instrument 62-104 -- Take-Over Bids and Issuer Bids as the following conditions were satisfied: (a) purchases were made from not more than five persons in the aggregate, (b) the bid was not made generally to holders of shares, (c) the value of the consideration paid for the shares was not greater than 115 per cent of the market price (as determined under NI 62-104) of the shares.

The contents of this news release have been prepared in accordance with National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report of ASKO Holding in relation to the transaction. For additional information, please see the early warning report which will be filed on the company's SEDAR+ profile.

We seek Safe Harbor.