Supreme Industries Enters into Agreement to be Acquired for $21.00 per Share

GOSHEN, Ind.–(BUSINESS WIRE)–Supreme Industries, Inc. (NYSE MKT: STS), a leading manufacturer
of specialized commercial vehicles including truck bodies and specialty
vehicles, today announced it has entered into a definitive agreement for
the Company to be acquired by Wabash National Corporation, a diversified
industrial manufacturer and North America’s leading producer of
semi-trailer and liquid transportation systems, in a transaction valued
at approximately $364 million.

The offer has been unanimously approved by Supreme Industries’ Board of
Directors and the directors have indicated that they intend to accept
the offer with respect to their own shareholdings.

Under the terms of the agreement, Supreme stockholders would receive
$21.00 per share in cash, representing a premium of approximately 36%
over Supreme’s closing Class A share price on August 8, 2017 and
approximately 33% over the past 30 trading days. An affiliate of Wabash
will commence a tender offer to purchase for cash all of the outstanding
shares of the Company’s Common Stock for a total consideration of
approximately $364 million. Certain officers, directors and other
stockholders have agreed to tender their shares in the tender offer in
an aggregate amount equal to approximately 20% of the outstanding shares
as of this date and not withdraw such shares once tendered, subject to
certain specified conditions. Following the completion of the tender
offer, Wabash will cause the merger to be completed in which any
remaining shares of the Company will be converted into the right to
receive the same price per share paid in the tender offer. The
transaction is subject to satisfaction of customary closing conditions
and regulatory approvals, including expiration or termination of the
applicable waiting period under the HSR Act.

Supreme Industries’ Chairman, Herbert M. Gardner, commented, “Supreme’s
Board of Directors negotiated and entered into this definitive agreement
with Wabash National Corporation after considering a number of
alternatives for maximizing stockholder value. The board of directors of
Supreme, having determined that the offer and the merger are advisable,
fair to, and in the best interests of Supreme and its stockholders,
approved the agreement and plan of merger and the other transactions
contemplated, including the tender offer, and recommended that Supreme’s
stockholders accept the offer and tender their shares in the offer when
it is made.”

“This is a great opportunity for both companies to combine our strengths
to provide an enhanced customer experience within the growing final mile
delivery space,” said Dick Giromini, Wabash National’s chief executive
officer. “With Supreme, not only can Wabash National accelerate organic
growth with our innovative DuraPlate®, honeycomb panel and molded
structural composite (MSC) truck bodies, we can also provide a broader
conventional product offering to our existing customer base.”

Supreme Industries’ Chief Executive Officer Mark Weber added, “This is
an exciting day for Supreme. Combining with Wabash will enhance our
ability to innovate more quickly and create more value for customers. We
found a cultural fit with Wabash National. Because of their commitment
to safety, innovation and customer relationships, I’m confident joining
the Wabash National family will benefit our employees, customers and

In connection with the transaction, Baird served as the financial
advisor to Supreme. Haynes and Boone, LLP served as Supreme’s legal

About Supreme Industries

Supreme is a leading manufacturer of specialized commercial vehicles
including truck bodies and specialty vehicles and has operations
nationwide at seven manufacturing and component locations. Customers
include national rental fleets, national and regional leasing companies,
truck dealers and fleet operators. Additional information on Supreme is
available via the internet at

About Wabash National Corporation

Wabash is a diversified industrial manufacturer and North America’s
leading producer of semi-trailers and liquid transportation systems.
Wabash designs, manufactures and markets a diverse range of products,
including dry freight and refrigerated trailers, platform trailers, bulk
tank trailers, dry and refrigerated truck bodies, truck-mounted tanks,
intermodal equipment, aircraft refueling equipment, structural composite
panels and products, trailer aerodynamic solutions, and specialty food
grade and pharmaceutical equipment. Additional information on Wabash is
available via the internet at

Additional Information

The tender offer for the outstanding common stock of Supreme referred to
in this press release has not yet commenced. This press release and the
description herein is neither an offer to purchase nor a solicitation of
an offer to sell any securities. The solicitation and the offer to buy
shares of Supreme common stock will be made pursuant to an offer to
purchase and related materials that Redhawk Acquisition Corporation, a
wholly owned subsidiary of Wabash National Corporation, intends to file
with the U.S. Securities and Exchange Commission. At the time the
planned tender offer is commenced, Redhawk Acquisition Corporation is
required to file a Tender Offer Statement on Schedule TO with the U.S.
Securities and Exchange Commission, and thereafter Supreme is required
to file a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. THE TENDER OFFER STATEMENT (INCLUDING AN
materials will be made available to all stockholders of Supreme at no
expense to them. In addition, all of these materials (and other
materials filed by Supreme with the U.S. Securities and Exchange
Commission) will be available at no charge from the U.S. Securities and
Exchange Commission through its web site at
Investors and security holders may also obtain free copies of these
documents that are filed with the U.S. Securities and Exchange
Commission from Supreme at


Certain statements in this release may be forward looking in nature or
constitute “forward-looking statements” as defined in the Private
Securities Litigation Reform Act of 1995, including statements regarding
the proposed acquisition of Supreme, the expected timetable for
completing the acquisition and the benefits of the acquisition.
Forward-looking statements include all statements that are not
historical facts and can typically be identified by words such as
“believe,” “expect,” “estimate,” “predict,” “target,” “potential,”
“likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,”
“might,” “plan,” “seek,” “anticipate,” “project” and similar
expressions, as well as variations or negatives of these words. Any such
statements speak only as of the date the statements were made and are
not guarantees of future performance. The matters discussed in these
forward-looking statements are subject to a number of risks, trends,
uncertainties and other factors that could cause actual results and
developments to differ materially from those projected, anticipated or
implied in the forward-looking statements. These factors include, among
other things, Supreme’s and Wabash’s ability to satisfy the merger
agreement conditions and consummate the transaction on a timely basis.

You should not unduly rely on forward-looking statements because actual
results could differ materially from those expressed in any
forward-looking statements. In addition, any forward-looking statement
applies only as of the date on which it is made. We do not plan to, and
undertake no obligation to, update any forward-looking statements to
reflect events or circumstances that occur after the date on which such
statements are made or to reflect the occurrence of unanticipated events.

News releases and other information on Supreme Industries are available
online at:


Supreme Investor Relations
Matthew J. Dennis, CFA, 574-228-4130