EVERETT, Wash.--(BUSINESS WIRE)--Fortive Corporation (NYSE: FTV) announced today the final exchange ratio
for 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 its A&S Business, with a subsidiary
of Altra Industrial Motion Corp. (NASDAQ: AIMC) will be 2.2117 shares of
Stevens Holding Company, Inc. common stock for each share of Fortive
common stock validly tendered and not properly withdrawn and accepted by
Fortive pursuant to the terms of the exchange offer. After Fortive’s
acceptance of shares in the exchange offer, a subsidiary of Altra will
merge with and into Stevens Holding Company, Inc. with Stevens Holding
Company, Inc. surviving the merger and each share of Stevens Holding
Company, Inc. common stock will automatically convert into the right to
receive one share of Altra common stock (the “Merger”). The exchange
offer will expire at 8:00 a.m., New York City time, on September 26,
2018, unless terminated or extended, and the closing of the Merger is
expected to occur promptly after expiration of the exchange offer.
Based on the final exchange ratio, Fortive expects to accept for
exchange 15,824,931 shares of its common stock if the exchange offer is
fully subscribed. Because the exchange offer will be subject to
proration if the exchange offer is oversubscribed, the number of shares
of Fortive common stock that Fortive accepts in the exchange offer may
be less than the number of shares validly tendered by shareholders.
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”), the anticipated timing and
terms of 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 ability of Fortive and Altra to satisfy
the conditions to the Transaction on a timely basis, the parties’
ability to complete the Transaction on the anticipated terms and
schedule, including the anticipated tax treatment for the Transaction,
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.
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy, or a
solicitation of an offer to sell, any securities of Altra, Fortive’s A&S
Business or Fortive. In connection with the Transaction, Stevens Holding
Company, Inc. has filed with the Securities and Exchange Commission
(“SEC”) a registration statement on Form S-4 and Form S-1 in connection
with its separation from Fortive, and Altra has filed with the SEC a
registration statement on Form S-4, each of which includes a prospectus. Investors
and security holders are urged to read the registration statements, the
prospectus and any other relevant documents, because they contain
important information about Altra, the A&S Business of Fortive and the
Transaction. The registration statements, the prospectus and other
relevant documents relating to the Transaction can be obtained free of
charge from the SEC’s website at www.sec.gov.
These documents can also be obtained free of charge from Fortive upon
written request to D.F. King & Co. Inc., 38 Wall Street, New York, NY
10005, or by calling (800) 515-4479 or upon written request to Altra
Industrial Motion Corp., Investor Relations, 300 Granite Street, Suite
201, Braintree, MA 02184 or by calling (781) 917-0541.
TENDER OFFER DOCUMENTS
On August 28, 2018, Fortive filed with the SEC a tender offer statement
on Schedule TO regarding the exchange offer for the split-off of the A&S
Business as part of the proposed Transaction. Investors and security
holders are urged to read the tender offer statement because it contains
important information about the Transaction. Investors and security
holders may obtain a free copy of the tender offer statement and other
documents filed by Fortive with the SEC on the SEC’s web site at www.sec.gov.
The tender offer statement and other documents may also be obtained free
of charge from Fortive by directing a request to D.F. King & Co. Inc.,
38 Wall Street, New York, NY 10005 or by calling (800) 515-4479.
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