Fortive Announces Intention to Separate Into Two Independent, Publicly Traded Companies

Category:

Wednesday, September 4, 2019 4:15 am PDT

Dateline:

EVERETT, Wash.

Public Company Information:

NYSE:
FTV

EVERETT, Wash.--(BUSINESS WIRE)--Fortive Corporation (“Fortive”) (NYSE: FTV) today announced its intention to separate the company into two independent, publicly traded companies. The transaction, if completed, will create:

  • An industrial technology company with a differentiated portfolio of growth-oriented businesses that generates significant recurring revenue, highly attractive margins, and strong free cash flow. This company will retain the Fortive name.
  • A global industrial company (“NewCo”) focused on the growth opportunities in the rapidly evolving transportation and mobility markets, with a portfolio of leading brands across retail and commercial fueling, fleet management, and automotive service and repair solutions.

The transaction is expected to be structured in a tax-efficient manner and be completed in the second half of 2020.

James A. Lico, President and Chief Executive Officer of Fortive, stated: “Today is a very exciting day for Fortive, as we mark the latest step in our portfolio transformation with a transaction that will create two separate, independent companies. As separate companies, each business will benefit from increased strategic focus and enhanced flexibility to invest in distinct organic and inorganic growth opportunities. We are confident this will create additional opportunities and enhanced value for our employees, customers and other stakeholders. While the two companies created by this transaction will pursue independent futures, they 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.”

Following the completion of the transaction, James A. Lico and Charles E. McLaughlin will continue to serve as President and Chief Executive Officer and Senior Vice President and Chief Financial Officer of Fortive, respectively.

FORTIVE

Fortive will be an industrial technology company with a differentiated portfolio of growth-oriented businesses that are aligned with significant long-term growth trends driven by the shift towards software-enabled workflows, the growing importance of connected devices and IoT offerings, rising productivity, safety, and security requirements, and the demand for safe, high-quality healthcare globally.

Through the power of the Fortive Business System, Fortive has become well positioned with enhanced core growth, leading operating margins, and a strong mix of recurring revenue. This will enable it to deliver strong earnings growth while deploying substantial free cash flow to advance its strategy and generate greater value for its shareholders.

Fortive will be comprised of the businesses from the existing company’s Professional Instrumentation Segment, including the Field Solutions, Product Realization, and Sensing Technologies platforms, as well as the Advanced Sterilization Products business.

NEWCO

NewCo will be a global industrial company focused on transportation and mobility, with a portfolio of leading retail and commercial fueling, fleet management, and professional tools brands across its transportation technologies and franchise distribution product lines. It will possess leading positions in a range of end-markets such as retail fueling and mobility infrastructure, fleet management and smart cities, and vehicle maintenance and repair. NewCo’s history of innovation, margin profile, and cash flow characteristics, along with its strong foundation of continuous improvement based on the Fortive Business System, are expected to support continued investment in organic growth opportunities and a flexible approach to capital deployment.

CONFERENCE CALL

Fortive will hold a 30-minute conference call today at 8:30AM ET. The call and an accompanying slide presentation will be webcast on the “Investors” section of the website, www.fortive.com, under “Events & Presentations.” A replay of the webcast will be available at the same location shortly after the conclusion of the presentation.

The conference call can be accessed by dialing 844-443-2871 (toll-free domestic) or 213-660-0916 (international); Conference ID: 6444279. A replay of the call will be available until September 18th, 2019, via telephone starting approximately two hours after the call ends. Once available, the replay can be accessed at 800-585-8367 (toll-free domestic) or 404-537-3406 (international); Conference ID: 6444279 or visit the “Investors” section of the website under “Events & Presentations.”

ABOUT FORTIVE

Fortive is a diversified industrial technology 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.

FORWARD-LOOKING STATEMENTS

Statements in this release that are not strictly historical, including statements regarding the proposed transaction, including the anticipated timing and terms thereof, the future financial impact or anticipated benefits of the transaction, the anticipated prospects of Fortive, NewCo, or the industries in which they will operate following the transaction, future opportunities for Fortive or NewCo following the transaction, 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 of the parties 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 NewCo 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 NewCo serves, competition, changes in industry standards and governmental regulations, and Fortive’s and NewCo’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, 2018 and our Quarterly Report on Form 10-Q for the quarter ended June 28, 2019. 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.

Multimedia Files:

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Contact:

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