CHARLOTTE, N.C., Sept. 8, 2015 /PRNewswire/ -- SPX
Corporation (NYSE: SPW) today announced the timing and additional
details regarding the previously announced spin-off of SPX FLOW,
Inc. from SPX Corporation.
The SPX Corporation board of directors has approved the final
distribution ratio and declared a pro rata dividend of the
outstanding shares of SPX FLOW, Inc. common stock, which will
result in the complete legal and structural separation of the two
companies. The distribution is subject to the satisfaction or
waiver of certain conditions, including, without limitation, a
registration statement on Form 10 for the SPX FLOW, Inc. common
stock being declared effective by the U.S. Securities and Exchange
Commission.
On the distribution date of September 26,
2015, SPX Corporation shareholders of record as of
5:00 p.m., New York City time, on September 16, 2015, the record date for the
distribution, will receive one share of SPX FLOW, Inc. common stock
for every share of SPX Corporation common stock they hold on the
record date.
No action or payment is required by SPX Corporation shareholders
to receive the shares of SPX FLOW, Inc. common stock. Shareholders
who hold SPX Corporation common stock on the record date will
receive a book-entry account statement reflecting their ownership
of SPX FLOW, Inc. common stock or their brokerage account will be
credited with the SPX FLOW, Inc. shares. An Information Statement
containing details regarding the distribution of the SPX FLOW, Inc.
common stock and SPX FLOW, Inc.'s business and management following
the SPX FLOW, Inc. spin-off will be mailed to SPX Corporation
shareholders prior to the distribution date.
For U.S. federal income tax purposes, SPX Corporation's U.S.
shareholders (other than those subject to special rules) generally
should not recognize gain or loss as a result of the distribution
of SPX FLOW, Inc. shares. SPX Corporation shareholders are urged to
consult with their tax advisors with respect to the U.S. federal,
state and local or foreign tax consequences, as applicable, of the
SPX FLOW, Inc. spin-off.
Shares of SPX Corporation common stock will continue to trade
"regular way" on the NYSE under its current symbol of "SPW" through
the last trading day prior to the distribution date of September 26, 2015. After the distribution
date, the shares of SPX common stock will trade "regular way" under
the new symbol of "SPXC". Beginning on or about September 14, 2015, it is expected that there
will be two markets in SPX Corporation common stock on the NYSE:
"regular-way" under the old symbol "SPW" and "ex‑distribution"
under the symbol "SPXC WI." Prior to the distribution date, shares
of SPX Corporation common stock that trade in the "regular-way"
market will trade with the right to receive shares of SPX FLOW,
Inc. common stock on the distribution date. Shares of SPX
Corporation common stock that trade in the "ex-distribution"
market, will trade without the right to receive shares of SPX FLOW,
Inc. common stock on the distribution date. Investors are
encouraged to consult with their financial advisors regarding the
specific implications of buying or selling SPX Corporation common
stock on or before the distribution date.
It is anticipated that "when-issued" trading on the NYSE in SPX
FLOW, Inc. common stock will begin on or about September 14, 2015, under the symbol "FLOW WI."
On September 28, 2015, SPX FLOW, Inc.
common stock will begin "regular-way" trading on the NYSE under the
symbol "FLOW."
About the "NEW" SPX Corporation (remaining
company): Based in Charlotte, North Carolina, following the
spinoff of its FLOW business, the "NEW" SPX Corporation will be a
leading supplier of highly engineered HVAC products, detection and
measurement technologies and power equipment. The "NEW" SPX
Corporation is expected to have approximately $2 billion in annual revenues and approximately
6,000 employees worldwide. Following the spinoff of its FLOW
business, SPX Corporation will be listed on the New York Stock
Exchange under a new ticker symbol, "SPXC". For more
information, please visit www.spx.com.
About SPX FLOW, Inc. (spinoff company):
Based in Charlotte, North
Carolina, SPX FLOW, Inc. is a leading global supplier of
highly engineered flow components, process equipment and turn-key
systems, along with the related aftermarket parts and services,
into the food and beverage, power and energy and industrial end
markets. SPX FLOW, Inc. is expected to have approximately
$2.5 billion in annual revenues and
approximately 8,000 employees with operations in over 35 countries
and sales in over 150 countries around the world. Following
the spinoff, SPX FLOW, Inc. will be listed on the New York Stock
Exchange under the ticker symbol "FLOW". For more
information and the most recent Form 10 filing, please visit
www.spx.com.
Certain statements in this press release are forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and are subject to the safe
harbor created thereby. Please read this press release in
conjunction with the company's documents filed with the Securities
and Exchange Commission, including the company's annual reports on
Form 10-K, and any amendments thereto, and quarterly reports on
Form 10-Q. These filings identify important risk factors and other
uncertainties that could cause actual results to differ from those
contained in the forward-looking statements. Actual results may
differ materially from these statements. The words "believe",
"expect," "anticipate," "project" and similar expressions identify
forward-looking statements. Although the company believes that the
expectations reflected in its forward-looking statements are
reasonable, it can give no assurance that such expectations will
prove to be correct. Statements in this press release speak
only as of the date of this press release, and SPX disclaims any
responsibility to update or revise such statements.
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SOURCE SPX Corporation