Manitowoc Announces Filing of Form 10 Registration Statement for Separation of the Company's Cranes and Foodservice Businesses
01 Settembre 2015 - 11:02PM
Business Wire
Separation on Track for Completion in the First
Quarter of 2016
The Manitowoc Company, Inc. (NYSE: MTW) (“Manitowoc” or the
“Company”) today announced the initial filing of a Form 10
Registration Statement with the U.S. Securities and Exchange
Commission (“SEC”) in connection with the Company's previously
announced plan to separate its Cranes and Foodservice businesses.
Manitowoc anticipates effecting the separation through a tax-free
spin-off of the Foodservice business, which the Company expects to
be completed in the first quarter of 2016.
“This filing represents an important milestone in executing our
plan to separate the Cranes and Foodservice businesses into two
industry-leading, independent, public companies,” said Glen E.
Tellock, Chairman and Chief Executive Officer of the Company. “We
believe that the separation will allow each company to focus on its
unique growth profile, product categories, distribution systems,
and strategic priorities. The separation will also enable each
company to implement the right organizational structure, operating
model, and financial targets. Further, the separated Foodservice
company will have enhanced corporate governance provisions and has
made a number of shareholder-friendly commitments. We look forward
to completing the separation to unlock the full value of each
business for shareholders.”
The initial Form 10 Registration Statement filed today with the
SEC includes important information about the Foodservice business,
such as historical segment sales and profit. The Foodservice
business has not yet finalized its post-Distribution capitalization
structure. Pro-forma financial information reflecting the Company's
post-Distribution capitalization, among other matters, will be
included in a subsequent amendment to the Form 10. A copy of the
Form 10 Registration Statement is available at www.sec.gov and
http://www.manitowoc.com.
The separation remains subject to the approval of the Manitowoc
Board of Directors and the satisfaction of certain other customary
conditions, including the effectiveness of the Form 10 Registration
Statement. The Company notes that there can be no assurance that a
separation will ultimately occur or, if one does occur, as to its
terms or timing. Any transaction of this type is dependent on
numerous factors that include the macroeconomic environment, credit
markets, and equity markets.
Goldman, Sachs & Co. is serving as financial advisor and
Foley & Lardner LLP and Skadden, Arps, Slate, Meagher &
Flom LLP are serving as legal advisors to the Company.
About The Manitowoc Company, Inc.
Founded in 1902, The Manitowoc Company, Inc. is a
multi-industry, capital goods manufacturer with 92 manufacturing,
distribution, and service facilities in 25 countries. The company
is recognized globally as one of the premier innovators and
providers of crawler cranes, tower cranes, and mobile cranes for
the heavy construction industry. Manitowoc is also one of the
world’s leading innovators and manufacturers of commercial
foodservice equipment, which includes 24 market-leading brands of
hot- and cold-focused equipment. In addition, both segments are
complemented by a slate of industry-leading product support
services. In 2014, Manitowoc’s revenues totaled $3.9 billion, with
approximately half of these revenues generated outside of the
United States.
Forward-looking Statements
This press release includes "forward-looking statements"
intended to qualify for the safe harbor from liability under the
Private Securities Litigation Reform Act of 1995. Any statements
contained in this press release that are not historical facts,
including statements about the separation of the Company into two
independent publicly-traded companies, the nature and impact of
such a separation, including the intended tax-free nature of the
separation, and the timing of the separation, are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are based on the current
expectations of the management of the company and are subject to
uncertainty and changes in circumstances. Forward-looking
statements include, without limitation, statements typically
containing words such as "intends," "expects," "anticipates,"
"targets," "estimates," "should" and words of similar import. By
their nature, forward-looking statements are not guarantees of
future performance or results and involve risks and uncertainties
because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. Factors
that could cause actual results and developments to differ
materially include, among others:
- that the separation may not be
completed timely, if at all;
- delays or other difficulties in
completing the separation, including the inability to satisfy the
conditions for completing the separation;
- the ability to achieve the planned
separation of the Company into two independent publicly-traded
companies as a tax-free spin-off;
- possible negative effects on the
Company’s business operations, assets or financial results as a
result of the planned separation of the Company into two
independent publicly-traded companies;
- the capitalization of the two
independent companies;
- the ability to achieve the stated goals
of the separation of the Company into two independent
publicly-traded companies, including to unlock for shareholders,
additional value for each separate business;
- and other risks and other factors cited
in the “Risk Factors” section of Manitowoc's filings with the
United States Securities and Exchange Commission, including but not
limited to its Annual Report on Form 10-K for the fiscal year ended
December 31, 2014, and in the “Risk Factors” section of the
Registration Statement on Form 10 filed by Manitowoc Foodservice,
Inc. with the United States Securities and Exchange
Commission.
Neither Manitowoc nor Manitowoc Foodservice, Inc. undertakes any
obligation to update or revise forward-looking statements, whether
as a result of new information, future events, or otherwise.
Forward-looking statements only speak as of the date on which they
are made.
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version on businesswire.com: http://www.businesswire.com/news/home/20150901006691/en/
The Manitowoc Company, Inc.Carl J. Laurino, 920-652-1720Senior
Vice President & Chief Financial Officer
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