MANITOWOC, Wis.--(BUSINESS WIRE)--The Manitowoc Company, Inc. (NYSE: MTW) (“Manitowoc”) announced today that its board of directors (the “Board”) has approved the separation of its Foodservice segment, which will be spun off as Manitowoc Foodservice, Inc. (“Manitowoc Foodservice”), through a pro rata distribution of all the shares of the common stock of Manitowoc Foodservice to Manitowoc shareholders.
Manitowoc also announced today that the Registration Statement on Form 10 filed by Manitowoc Foodservice has been declared effective by the Securities and Exchange Commission, available at www.manitowoc.com. The Registration Statement on Form 10 includes information regarding the business and spin-off of Manitowoc Foodservice. The Board has set a record date of February 22, 2016 and a distribution date of March 4, 2016.
“With the operational preparation complete, the Board of Directors' authorization of the spin of Manitowoc Foodservice marks the final phase of a year-long process to create two, industry-leading, public companies. Both Cranes and Foodservice are well positioned for sustainable, long-term growth and value creation, and this separation will facilitate each to capitalize on the opportunities in their respective markets,” commented Kenneth W. Krueger, Manitowoc’s chairman and interim chief executive officer.
For each share of Manitowoc common stock held as of the close of business on the record date, Manitowoc shareholders will receive one share of Manitowoc Foodservice common stock. No fractional shares of Manitowoc Foodservice will be issued. Shareholders will receive cash in lieu of fractional shares.
There is no current market for Manitowoc Foodservice common stock. The New York Stock Exchange (“NYSE”) has advised that beginning on February 18, 2016, Manitowoc Foodservice will begin trading on a “when-issued” basis under the symbol MFS-WI. When-issued trading will continue until the distribution is complete.
Starting February 18, 2016, Manitowoc common stock is expected to trade on the NYSE in both “regular way” (“MTW”) and “Ex-Distribution” markets (“MTW-WI”). Shares trading under MTW will carry the right to receive shares of Manitowoc Foodservice common stock. Shares trading under “MTW-WI” will not carry the right to receive shares of Manitowoc Foodservice common stock as part of the distribution. If shares of Manitowoc common stock are sold in the “regular-way” market on or after February 18, 2016, but before the distribution date, the shareholder is selling the right to receive shares of Manitowoc Foodservice common stock as part of the distribution. Manitowoc shareholders are encouraged to consult with their financial advisors regarding the specific consequences of selling Manitowoc common stock on or before March 3, 2016.
After the distribution, Manitowoc Foodservice will be an independent company and its stock will begin regular way trading under the ticker symbol MFS on the NYSE on March 4, 2016. Additionally, The Manitowoc Company, Inc. will be a dedicated crane company, and will continue to trade on the NYSE under the ticker symbol MTW.
The distribution of Manitowoc Foodservice common stock will complete the separation of Manitowoc Foodservice from Manitowoc. After the distribution, Manitowoc Foodservice will be an independent, publicly-owned company, and Manitowoc will not own any shares of Manitowoc Foodservice common stock.
The distribution of Manitowoc Foodservice common stock is subject to the conditions set forth in the Master Separation and Distribution Agreement to be entered into between Manitowoc and Manitowoc Foodservice, filed as an exhibit to Manitowoc Foodservice’s Registration Statement on Form 10, including the receipt of an opinion of counsel as to the tax-free nature of the transaction.
No action is required by Manitowoc’s shareholders in order to receive shares of Manitowoc Foodservice common stock in the distribution.
About The Manitowoc Company, Inc.
Founded in 1902, The Manitowoc Company, Inc. is a multi-industry capital goods manufacturer with 80 manufacturing, distribution and service facilities in 25 countries. Manitowoc 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 23 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 2015, Manitowoc’s revenues totaled $3.4 billion, with approximately half of these revenues generated outside the United States.
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 uncertainty 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:
- possible negative effects on Manitowoc's business operations, assets or financial results as a result of the Spin-Off;
- capitalization of the two independent companies;
- unanticipated changes in revenues, margins, costs and capital expenditures;
- the ability to significantly improve profitability;
- the ability to increase operational efficiencies across each of Manitowoc’s business segments and to capitalize on those efficiencies;
- realization of anticipated earnings enhancements, cost savings, strategic options and other synergies, and the anticipated timing to realize those savings, synergies and options; and
- risks and other factors cited in Manitowoc's filings with the United States Securities and Exchange Commission (the “SEC”).
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 SEC, including but not limited to its Annual Report on Form 10-K for the fiscal year ended December 31, 2014.