CANTON, Ohio, Feb. 11, 2014 /PRNewswire/ -- The Timken
Company (NYSE: TKR; www.timken.com) announced today
that TimkenSteel Corporation, its newly formed subsidiary which
will hold the company's steel business, has filed an initial Form
10 Registration Statement with the U. S. Securities and
Exchange Commission (SEC). The filing relates to the
previously announced plan to pursue a spinoff of The Timken
Company's steel business into an independent publicly traded
company. Upon completion of the spinoff, TimkenSteel will be
North America's only focused
special bar quality steelmaker, with annual revenues of
approximately $1.4 billion based
on 2013 segment sales.
(Logo: http://photos.prnewswire.com/prnh/20100210/TIMKENLOGO
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"Filing the initial Form 10 is a significant milestone in the
process of establishing TimkenSteel as a stand-alone publicly
traded company," said James W. Griffith, president and
chief executive officer. "The Form 10 offers current
shareholders and future investors a first look at TimkenSteel, its
business model and markets.
"We remain excited about the future prospects for both Timken
and TimkenSteel, which have the excellent talent, high-quality
products and services, and strong market positions necessary for
long-term growth and strategic success," Griffith said. "The
project to separate the steel business is moving along quite well
and remains on track, and we expect TimkenSteel to be operating
independently, with its shares trading on the New York Stock
Exchange, later this summer.
"As to the new name, we chose 'TimkenSteel Corporation' to
reflect both the focus of the new independent steel business and
our century-plus legacy of delivering Timken engineered products
and services tailored to meet the toughest application needs," he
added.
Timken expects the spinoff to be tax-free to shareholders, with
TimkenSteel common shares listed on the New York Stock Exchange
under the ticker symbol "TMST."
Completion of the transaction requires further work on
structure, management, governance and other matters, and is subject
to customary conditions and final approval of The Timken Company's
Board of Directors.
A copy of the initial Form 10 is available at www.sec.gov under
the name of TimkenSteel Corporation. Additionally, the
initial Form 10 and related materials can be found on The Timken
Company's Investor Relations website at www.timken.com.
About TimkenSteel Corporation
Upon completion
of the planned spinoff from Timken, TimkenSteel Corporation will be
North America's only focused
special bar quality steelmaker, with a business model that provides
tailored products and services for customers' most demanding
applications. TimkenSteel will be headquartered in Canton, Ohio, with 3,000 people operating from
six countries.
About The Timken Company
The Timken Company
(NYSE: TKR; www.timken.com), a global industrial technology leader,
applies its deep knowledge of materials, friction management and
power transmission to improve the reliability and efficiency of
industrial machinery and equipment all around the world. The
company engineers, manufactures and markets mechanical components
and high-performance steel. Timken® bearings,
engineered steel bars and tubes—as well as transmissions,
gearboxes, chain, related products and services—support diversified
markets worldwide. With sales of $4.3 billion in 2013 and approximately
19,000 people operating from 28 countries, Timken makes the world
more productive and keeps industry in motion.
Certain statements in this news release (including statements
regarding the company's forecasts, estimates and expectations) that
are not historical in nature are "forward-looking" statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. In particular, the statements related to expectations
regarding each company's future financial performance, plans for
executing the spinoff, the taxable nature of the spinoff, future
prospects of the companies as independent companies, revenue and
market growth and similar statements are forward-looking. The
company cautions that actual results may differ materially from
those projected or implied in forward-looking statements due to a
variety of important factors, including: each company's ability to
respond to the changes in its end markets that could affect demand
for the company's products; unanticipated changes in business
relationships with customers or their purchases from each company;
changes in the financial health of each company's customers, which
may have an impact on each company's revenues, earnings and
impairment charges; fluctuations in raw material and energy costs
and their impact on the operation of each company's surcharge
mechanisms; the impact of each company's last-in, first-out
accounting; weakness in global or regional economic conditions and
financial markets; changes in the expected costs associated with
product warranty claims; the ability to achieve satisfactory
operating results in the integration of acquired companies; the
impact on operations of general economic conditions; higher or
lower raw material and energy costs; fluctuations in customer
demand; the impact on each company's pension obligations due to
changes in interest rates or investment performance; each company's
ability to achieve the benefits of announced programs, initiatives,
and capital investments; each company's ability to fund its pension
plans; the timing and amount of any additional repurchases of the
company's common shares; the timing and amount of dividends on the
company's common shares; uncertainties that may delay or negatively
impact the spinoff or cause the spinoff to not occur; changes to
the actual amount of one-time transaction costs compared to the
company's estimate; the inability to establish or maintain certain
business relationships between both companies; and disruptions to
operations as a result of effecting the spinoff. Additional factors
are discussed in the company's filings with the Securities and
Exchange Commission, including the company's Annual Report on Form
10-K for the year ended Dec. 31, 2012, quarterly reports
on Form 10-Q and current reports on Form 8-K. Except as required by
the federal securities laws, the company undertakes no obligation
to publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise.
Media Contact:
Pat
Carlson
Global Media Relations
1835 Dueber Avenue, S.W.
Canton, OH 44706-0927
U.S.A.
Telephone: (330)471-3514
pat.carlson@timken.com
Investor Contact:
Steve Tschiegg
Director – Capital Markets & Investor Relations
1835 Dueber Avenue, S.W.
Canton, OH 44706-0927
U.S.A.
Telephone: (330)471-7446
steve.tschiegg@timken.com
SOURCE The Timken Company