Separation on Track for Completion in the First Quarter of 2016
MANITOWOC, Wis.--(BUSINESS WIRE)--Sep. 1, 2015--
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150901006691/en/
Source: The Manitowoc Company, Inc.
The Manitowoc Company, Inc.
Carl J. Laurino, 920-652-1720
Senior
Vice President & Chief Financial Officer