The Manitowoc Company, Inc. Announces Plan for Reverse Stock Split

09/14/17

MANITOWOC, Wis.--(BUSINESS WIRE)-- The Manitowoc Company, Inc. (NYSE: MTW), a leading global manufacturer of cranes and lifting solutions, announced today that it plans to undertake a reverse stock split of Manitowoc’s common stock at a ratio of 1-for-4 and a reduction in the number of authorized shares of its common stock from 300,000,000 shares to 75,000,000 shares.

The reverse stock split will reduce the number of shares of Manitowoc’s common stock outstanding and is expected to increase the per share trading price of the common stock, which may improve marketability and facilitate its trading.

When the reverse stock split becomes effective, each four shares of Manitowoc’s common stock will automatically be changed into one share of common stock. Manitowoc does not anticipate issuing fractional shares as a result of the reverse stock split; shareholders entitled to receive fractional shares as a result of the reverse stock split will receive cash payments in lieu of such shares.

The reverse stock split will not change the proportionate equity interests or voting rights of holders of common stock, subject to the treatment of fractional shares. Manitowoc will hold a special meeting of shareholders in the fourth quarter of 2017 to seek approval of a proposal to authorize the reverse stock split and authorized share reduction. The affirmative vote of the holders of two-thirds of the shares entitled to vote at the special meeting is required to adopt and approve such proposal. Holders of record of Manitowoc’s common stock as of the close of business on September 29, 2017, will be entitled to notice of and to vote at the special meeting. Manitowoc has filed a preliminary proxy statement regarding the special meeting with the U.S. Securities and Exchange Commission (the “SEC”).

The reverse stock split is subject to market and other customary conditions, including shareholder approval. Manitowoc reserves the right, at its sole discretion, to abandon the reverse stock split and authorized share reduction at any time prior to filing the applicable articles of amendment with the Wisconsin Department of Financial Institutions.

About The Manitowoc Company, Inc.

Founded in 1902, The Manitowoc Company, Inc. is a leading global manufacturer of cranes and lifting solutions with manufacturing, distribution, and service facilities in 20 countries. Manitowoc is recognized as one of the premier innovators and providers of crawler cranes, tower cranes, and mobile cranes for the heavy construction industry, which are complemented by a slate of industry-leading aftermarket product support services. In 2016, Manitowoc’s net sales totaled $1.6 billion, with over half generated outside the United States.

Important Information about the Reverse Stock Split Proposal

This communication may be deemed to be solicitation material in connection with the proposal to be submitted to Manitowoc’s shareholders at its special meeting seeking approval to effect a reverse stock split and a reduction in the number of authorized shares of its common stock (the “Reverse Split Proposal”). In connection with the Reverse Split Proposal, Manitowoc has filed a preliminary proxy statement on Schedule 14A with the SEC. Shareholders are urged to read the preliminary proxy statement and all other relevant documents filed with the SEC when they become available, including the definitive proxy statement, because they will contain important information about the Reverse Split Proposal.

Shareholders will be able to obtain the documents when available free of charge at the SEC’s website, www.sec.gov. In addition, shareholders may obtain free copies of the documents filed with the SEC when available at Manitowoc’s website, www.manitowoc.com. Information contained on such websites or that can be accessed through such websites does not constitute a part of this press release.

Participants in the Solicitation

Manitowoc and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Manitowoc’ shareholders in respect to the Reverse Split Proposal. Information about the directors and executive officers of Manitowoc is set forth in Manitowoc’s preliminary proxy statement, which was filed with the SEC on September 14, 2017. Investors may obtain additional information regarding the interests of Manitowoc and its directors and executive officers in the Reverse Split Proposal by reading the preliminary proxy statement and, when it becomes available, the definitive proxy statement relating to the special meeting.

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 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 Manitowoc 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,” 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:

  • the possibility that shareholder approval for the amendment to effect the reverse stock split and the authorized share reduction will not be obtained;
  • the possibility that the reverse stock split and the authorized share reduction may not have its intended effects;
  • the possibility that factors unrelated to the reverse stock split and the authorized share reduction may impact the per share trading price of Manitowoc’s common stock; and
  • risks and other factors cited in Manitowoc’s filings with the United States Securities and Exchange Commission.

Manitowoc undertakes no 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. Information on the potential factors that could affect Manitowoc’s actual results of operations is included in its filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Source: The Manitowoc Company, Inc.

The Manitowoc Company, Inc.

Ion M. Warner

VP, Marketing and Investor Relations

717-593-5266