The disclosure on page 132 of the Definitive Proxy Statement is amended and supplemented by adding the
following new row to the table on such page titled Apergy Extrapolated ChampionX Projections:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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$ million
|
|
2019E
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|
|
2020E
|
|
|
2021E
|
|
|
2022E
|
|
|
2023E
|
|
|
2024E
|
|
Interest Income (Expense)
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|
$
|
(27
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)
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|
$
|
(22
|
)
|
|
$
|
(9
|
)
|
|
$
|
2
|
|
|
$
|
8
|
|
|
$
|
15
|
|
Pre-Tax Income
|
|
$
|
125
|
|
|
$
|
192
|
|
|
$
|
240
|
|
|
$
|
289
|
|
|
$
|
339
|
|
|
$
|
361
|
|
Income Tax Expense
|
|
$
|
(29
|
)
|
|
$
|
(44
|
)
|
|
$
|
(55
|
)
|
|
$
|
(66
|
)
|
|
$
|
(78
|
)
|
|
$
|
(83
|
)
|
Net Income
|
|
$
|
96
|
|
|
$
|
148
|
|
|
$
|
185
|
|
|
$
|
223
|
|
|
$
|
261
|
|
|
$
|
278
|
|
The disclosure under the heading The Merger Opinion of Apergys Financial AdvisorsSummary of the
Financial Analysis of Apergys Financial Advisors is hereby supplemented by adding the following underlined disclosure to and deleting the language that is struck from the third full paragraph of page 129 of the Definitive Proxy
Statement.
Apergys financial advisors reviewed share price targets for Apergy common stock reflected in the most recent publicly
available Wall Street equity research analyst reports published in the fourth quarter of 2019 and observed that the per share price targets for Apergy common stock ranged from $24.50 to $34.00, with the 25th percentile, median and 75th percentile of such stock price targets being $30.00, a
median per share price target of $32.00 and $32.00, respectively.
Cautionary Statement Regarding Forward-Looking Statements
This report includes forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between Apergy, ChampionX and Ecolab. These forward-looking
statements generally are identified by the words believe, project, expect, anticipate, estimate, forecast, outlook, target, endeavor,
seek, predict, intend, strategy, plan, may, could, should, will, would, will be, will continue,
will likely result, or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements
regarding the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, including future financial and operating results and
strategic benefits, the tax consequences of the proposed transaction, and the combined companys plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are
forward looking statements.
These forward-looking statements are based on Apergy and ChampionXs current expectations and are subject to risks and
uncertainties, which may cause actual results to differ materially from Apergy and ChampionXs current expectations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important
factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the transaction may not be satisfied or waived, on a timely basis or
otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that the
required approval by the stockholders of Apergy may not be obtained; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected by the parties, or at all; (3) unexpected costs, charges or
expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (5) risks related to disruption of management time from
ongoing business operations due to proposed transaction; (6) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of Apergy
and ChampionX, or at all; (7) the ability of the combined company to implement its business strategy; (8) difficulties and delays in the combined company achieving revenue and cost synergies; (9) the occurrence of any event that could
give rise to termination of the proposed transaction; (10) the risk that stockholder litigation in connection with the proposed