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Altra Industrial Motion

eröffnet am 04.09.18 16:38:41 von
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15.01.21 18:23:13
Beitrag Nr. 5 ()
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16.08.19 17:25:43
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29.10.18 09:53:59
Beitrag Nr. 3 ()
Antwort auf Beitrag Nr.: 58.612.347 von R-BgO am 04.09.18 16:38:41Fortive Announces Final Proration Factor of 11.6114 percent for Shares Tendered in Split-Off Exchange Offer in Connection with Altra Transaction; Completes Merger

Everett, WA, October 1, 2018–

Fortive Corporation (NYSE: FTV) announced today the final proration factor of 11.6114 percent in its split-off exchange offer for Fortive common stock in connection with the previously announced separation of Fortive’s Automation and Specialty platform (excluding Fortive’s Hengstler and Dynapar businesses) (the “A&S Business”) and merger of Stevens Holding Company, Inc., the Fortive subsidiary holding the A&S Business, with a subsidiary of Altra Industrial Motion Corp. (NASDAQ: AIMC) (the “Merger”).

Fortive also announced today the closing of the Merger.


Exchange Offer Results

Pursuant to the exchange offer, which expired at 8:00 a.m., New York City time, on September 26, 2018, Fortive has accepted 15,824,931 shares of Fortive common stock for 35,000,000 shares of Stevens Holding common stock.

A total of 128,334,418 shares of Fortive common stock were validly tendered (and not withdrawn) in the exchange offer, including 1,044,789 shares tendered by odd-lot shareholders (excluding plan participants in Fortive savings plans). Such odd-lot shareholders were not subject to proration, and their shares were fully accepted in the offer. The remaining validly tendered shares of Fortive common stock were accepted in the exchange on a pro rata basis using the final proration factor. Shares of Fortive common stock that were validly tendered but not accepted for exchange will be returned to tendering shareholders.

Under the terms of the exchange offer, 35,000,000 shares of Stevens Holding common stock were available for distribution in exchange for shares of Fortive common stock accepted in the offer. The final exchange ratio for the exchange offer was set at 2.2117 shares of Stevens Holding common stock for each share of Fortive common stock validly tendered and not properly withdrawn. In the Merger, each share of Stevens Holding common stock automatically converted into the right to receive one share of Altra common stock. Accordingly, Fortive shareholders who tendered their shares of Fortive common stock as part of the exchange offer received 2.2117 shares of Altra common stock, subject to treatment of fractional shares described below, for each share of Fortive common stock tendered and accepted for exchange. Fortive accepted the maximum of 15,824,931 shares of Fortive common stock for exchange in the offer.

Whole shares of Altra common stock in uncertificated form will be received by Fortive shareholders whose shares of Fortive common stock were accepted in the exchange. Under the terms of the exchange offer, fractional shares of Altra common stock will not be issued. Rather, the respective tendering shareholders that otherwise would have received fractional interests will be paid in cash the dollar amount (rounded to the nearest whole cent), after deducting any required withholding taxes, on a pro rata basis, without interest, of such fractional interests determined by the closing price of a share of Altra common stock on the NASDAQ Global Market on the last business day prior to the closing of the merger.


Closing of Merger

Effective October 1, 2018, Stevens Holding merged with a subsidiary of Altra and became a wholly owned subsidiary of Altra, whereby Stevens Holding common stock was converted to Altra common stock. As part of this transaction, in addition to Fortive shareholders receiving 35,000,000 shares of Altra common stock (subject to cash in lieu of fractional shares of Altra common stock), Fortive also received approximately $1.4 billion in cash proceeds and retirement of outstanding debt securities.
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04.09.18 16:40:12
Beitrag Nr. 2 ()
Antwort auf Beitrag Nr.: 58.612.347 von R-BgO am 04.09.18 16:38:41Thread: Fortive Corp - spin-off von Danaher
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04.09.18 16:38:41
Beitrag Nr. 1 ()
legt mit der A & S Sparte von Fortive zusammen
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