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.
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Source: The Manitowoc Company, Inc.