Fortive Announces Intent to Proceed With Its Transformation via a Spin-off of 80.1% of Vontier

Download as PDF

Separation will occur by means of a spin-off of 80.1% of the outstanding shares of Vontier common stock to Fortive shareholders

Upon completion of the spin-off, Fortive will retain a 19.9% stake in Vontier, which is anticipated to be divested in a tax-efficient manner at a future date

Transaction is anticipated to be tax efficient for Fortive shareholders, and completed in the fourth quarter of 2020

Form 10 Registration Statement has been filed publicly with the U.S. Securities and Exchange Commission

EVERETT, Wash.--(BUSINESS WIRE)-- Fortive Corporation (“Fortive”) (NYSE: FTV) today announced its intention to separate Vontier Corporation (“Vontier”) through a spin-off of 80.1% of the outstanding shares of Vontier common stock to Fortive shareholders. When completed, the transaction will result in two independent, publicly traded companies:

  • Fortive, an industrial growth company providing essential products, software, and services in field solutions, product realization, sensing and health.
  • Vontier, a global industrial technology company delivering market-leading solutions and data-driven insights to advance efficiency, safety, security, and environmental compliance for its customers in mobility infrastructure end-markets.

James A. Lico, President and Chief Executive Officer of Fortive, stated: “We are very excited to make today’s announcement as we move toward the completion of the separation of Vontier. We continue to believe that the separation will create significant long-term value for all of our stakeholders by creating two companies that are able to focus on their respective strategic and capital allocation priorities. Both companies will carry forward a culture centered around the principles of the Fortive Business System, and the commitment to continuous improvement that remains the cornerstone of our long-term success.”

Mr. Lico continued: “New Fortive will have a differentiated portfolio of growth-oriented businesses focused on mission-critical applications for complex customer workflows and aligned with significant long-term growth trends. The company will be well positioned to continue to drive accelerated growth and increased profitability across its portfolio through a combination of organic innovation and capital deployment to its strategic priorities.”

Mark D. Morelli, President and Chief Executive Officer of Vontier, stated: “We are extremely excited to build on the strength of our existing platform while we look to expand into new market adjacencies and invest in emerging technologies to drive future growth. We will continue to build upon our Danaher and Fortive legacies and apply the Vontier Business System to sustain the focus on continuous improvement that remains at the core of our ability to deliver strong results for our customers, employees, and our shareholders.”

TRANSACTION DETAILS

Fortive intends to distribute 80.1% of the outstanding shares in Vontier to Fortive shareholders on a pro rata basis in a distribution intended to be tax-free to Fortive. Fortive currently plans to divest its 19.9% retained shares in Vontier after the spin-off in a tax-efficient manner. Details on the transaction are included in the Form 10 registration statement, which has been filed publicly with the Securities and Exchange Commission. The spin-off is expected to be completed in the fourth quarter of 2020, subject to obtaining final approval from the Fortive Board of Directors and market, regulatory and other customary conditions.

UPCOMING EVENTS

Fortive expects to participate at the Vertical Global Industrials Conference on September 9, 2020, the RBC Global Industrials Conference on September 14, 2020 and the Morgan Stanley Annual Laguna Conference on September 16, 2020. To the extent that Fortive’s participation at any such event will be available via simultaneous webcast, Fortive will provide advance notice at a later date on the time of, and instructions on how to access, such webcast.

ABOUT FORTIVE

Fortive is a diversified industrial growth company comprised of Professional Instrumentation and Industrial Technologies businesses that are recognized leaders in attractive markets. Fortive’s well-known brands hold leading positions in field solutions, product realization, sensing technologies, transportation technologies, and franchise distribution. Fortive is headquartered in Everett, Washington and employs a team of more than 25,000 research and development, manufacturing, sales, distribution, service and administrative employees in more than 50 countries around the world. With a culture rooted in continuous improvement, the core of our company’s operating model is the Fortive Business System. For more information please visit: www.fortive.com.

ABOUT VONTIER

Vontier is a global industrial technology company focused on transportation and mobility solutions. The company’s portfolio of trusted brands includes market-leading expertise in mobility technologies, retail and commercial fueling, fleet management, telematics, vehicle diagnostics and repair, and smart cities end-markets. Vontier’s innovative products, services, and software advance efficiency, safety, security, and environmental compliance worldwide.

Guided by the proven Vontier Business System and an unwavering commitment to continuous improvement and customer success, Vontier keeps traffic flowing through more than 90,000 intersections, serves more than 260,000 customer fueling sites, monitors more than 480,000 commercial vehicles, and equips over 600,000 auto technicians worldwide. Vontier’s history of innovation, margin profile, and cash flow characteristics, are expected to support continued investment across a spectrum of compelling organic and capital deployment growth opportunities. Vontier is leading the way to smarter mobility for a growing, connected world.

FORWARD-LOOKING STATEMENTS

Statements in this release that are not strictly historical, including statements regarding the anticipated transaction, the anticipated timing and terms thereof, the future financial impact or anticipated benefits of the transaction, the anticipated prospects of Fortive, Vontier, or the industries in which they will operate following the separation, future opportunities for Fortive or Vontier following the separation, and any other statements regarding events or developments that Fortive expects or anticipates will or may occur in the future, are “forward-looking” statements within the meaning of the federal securities laws. There are a number of important risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These risks and uncertainties include, among other things, the ability to satisfy the conditions to, and complete, the transaction on a timely basis or at all, including the ability to obtain regulatory approvals, the ability of Fortive or Vontier to realize the benefits of the transaction, a deterioration of or instability in the economy, international trade policies, and the financial markets, contractions or lower growth rates and cyclicality of markets Fortive or Vontier serves, competition, changes in industry standards and governmental regulations, and Fortive’s and Vontier’s performance and maintenance of important business relationships pending closing of the transaction. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Reports on Form 10-Q for the quarters ended March 27, 2020 and June 26, 2020. These forward-looking statements speak only as of the date of this release, and, unless legally required, Fortive does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

NOT AN OFFER

This announcement is for informational purposes only and shall not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities.

Griffin Whitney
Vice President, Investor Relations
Fortive Corporation
6920 Seaway Boulevard
Everett, WA 98203
Telephone: (425) 446-5000

Source: Fortive Corporation

Released September 1, 2020