EVERETT, Wash.--(BUSINESS WIRE)--Fortive Corporation (NYSE: FTV) announced today the final proration
factor of 11.6114 percent in its split-off exchange offer for Fortive
common stock in connection with the previously announced separation of
Fortive’s Automation and Specialty platform (excluding Fortive’s
Hengstler and Dynapar businesses) (the “A&S Business”) and merger of
Stevens Holding Company, Inc., the Fortive subsidiary holding the A&S
Business, with a subsidiary of Altra Industrial Motion Corp. (NASDAQ:
AIMC) (the “Merger”). Fortive also announced today the closing of the
Merger.
Exchange Offer Results
Pursuant to the exchange offer, which expired at 8:00 a.m., New York
City time, on September 26, 2018, Fortive has accepted 15,824,931 shares
of Fortive common stock for 35,000,000 shares of Stevens Holding common
stock.
A total of 128,334,418 shares of Fortive common stock were validly
tendered (and not withdrawn) in the exchange offer, including 1,044,789
shares tendered by odd-lot shareholders (excluding plan participants in
Fortive savings plans). Such odd-lot shareholders were not subject to
proration, and their shares were fully accepted in the offer. The
remaining validly tendered shares of Fortive common stock were accepted
in the exchange on a pro rata basis using the final proration factor.
Shares of Fortive common stock that were validly tendered but not
accepted for exchange will be returned to tendering shareholders.
Under the terms of the exchange offer, 35,000,000 shares of Stevens
Holding common stock were available for distribution in exchange for
shares of Fortive common stock accepted in the offer. The final exchange
ratio for the exchange offer was set at 2.2117 shares of Stevens Holding
common stock for each share of Fortive common stock validly tendered and
not properly withdrawn. In the Merger, each share of Stevens Holding
common stock automatically converted into the right to receive one share
of Altra common stock. Accordingly, Fortive shareholders who tendered
their shares of Fortive common stock as part of the exchange offer
received 2.2117 shares of Altra common stock, subject to treatment of
fractional shares described below, for each share of Fortive common
stock tendered and accepted for exchange. Fortive accepted the maximum
of 15,824,931 shares of Fortive common stock for exchange in the offer.
Whole shares of Altra common stock in uncertificated form will be
received by Fortive shareholders whose shares of Fortive common stock
were accepted in the exchange. Under the terms of the exchange offer,
fractional shares of Altra common stock will not be issued. Rather, the
respective tendering shareholders that otherwise would have received
fractional interests will be paid in cash the dollar amount (rounded to
the nearest whole cent), after deducting any required withholding taxes,
on a pro rata basis, without interest, of such fractional interests
determined by the closing price of a share of Altra common stock on the
NASDAQ Global Market on the last business day prior to the closing of
the merger.
Closing of Merger
Effective October 1, 2018, Stevens Holding merged with a subsidiary of
Altra and became a wholly owned subsidiary of Altra, whereby Stevens
Holding common stock was converted to Altra common stock. As part of
this transaction, in addition to Fortive shareholders receiving
35,000,000 shares of Altra common stock (subject to cash in lieu of
fractional shares of Altra common stock), Fortive also received
approximately $1.4 billion in cash proceeds and retirement of
outstanding debt securities.
ABOUT FORTIVE
Fortive is a diversified industrial growth company comprised of
Professional Instrumentation and Industrial Technologies businesses that
are recognized leaders in attractive markets. With 2017 revenues of $6.7
billion, Fortive’s well-known brands hold leading positions in field
instrumentation, transportation, sensing, product realization,
automation and specialty, and franchise distribution. Fortive is
headquartered in Everett, Washington and employs a team of more than
26,000 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
Fortive’s operating model is the Fortive Business System. For more
information please visit: www.fortive.com.
ABOUT ALTRA
Altra, through its subsidiaries, is a leading global designer, producer
and marketer of a wide range of electromechanical power transmission and
motion-control products. Altra brings together strong brands covering
over 42 product lines with production facilities in twelve countries.
Altra’s leading brands include Ameridrives Couplings, Bauer Gear Motor,
Bibby Turboflex, Boston Gear, Delroyd Worm Gear, Formsprag Clutch,
Guardian Couplings, Huco, Industrial Clutch, Inertia Dynamics, Kilian
Manufacturing, Lamiflex Couplings, Marland Clutch, Matrix, Nuttall Gear,
Stieber Clutch, Stromag, Svendborg Brakes, TB Wood's, Twiflex, Warner
Electric, Warner Linear, and Wichita Clutch.
FORWARD-LOOKING STATEMENTS
Statements in this release that are not strictly historical, including
statements regarding the expected effects of the exchange offer related
to the split-off of the A&S Business and the combination of such
business with Altra (the “Transaction”) and any other statements
regarding events or developments that Fortive believes 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 risk that the
Transaction will harm Fortive’s business and the risk of deterioration
of or instability in the business performance of the A&S Business or
Altra, of their respective served markets or in the general economy.
Additional information regarding the factors that may cause actual
results to differ materially from these forward-looking statements is
available in Fortive’s SEC filings, including its most recent Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q. These
forward-looking statements speak only as of the date of this release and
Fortive assumes no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events and
developments or otherwise.
Fortive Corporation
Lisa Curran, 425-446-5000
Vice President, Investor Relations
6920 Seaway Boulevard
Everett, WA 98203
or
D.F. King & Co. Inc.
Telephone: 800-515-4479
38 Wall Street
New York, NY 10005