INTNL BUS MACH: IBM Board of Directors Approves Separation of Kyndryl
12 Octubre 2021 - 7:36AM
UK Regulatory
TIDMIBM
IBM (NYSE: IBM) announced today that its board of directors has
approved the previously announced separation of Kyndryl, the
company's managed infrastructure services business.
To effect the separation the IBM board of directors declared a
pro rata distribution to IBM stockholders of 80.1 percent of the
outstanding shares of Kyndryl. Once distributed, each holder of IBM
common stock will receive one share of Kyndryl common stock for
every five shares of IBM common stock held on October 25, 2021, the
record date for the distribution. The distribution is expected to
occur after close of market on November 3, 2021. It is intended
that, for United States federal income tax purposes, the
distribution will be conducted in a tax-efficient manner for IBM
stockholders in the United States. The distribution is subject to
certain conditions described in the registration statement on Form
10 filed by Kyndryl.
IBM will retain 19.9 percent of the shares of Kyndryl common
stock, with the intention of exchanging those shares for IBM debt
during the 12-month period following the distribution, subject to
market considerations.
"Today's announcement is a milestone for IBM, its employees and
its shareholders as we enter a new era of growth," said Arvind
Krishna, IBM chairman and chief executive officer. "The separation
of Kyndryl is a significant step in the continued evolution of IBM,
a company now squarely focused on delivering powerful hybrid cloud
and AI solutions and capabilities to enterprises around the
world."
"Kyndryl has an important and exciting mission -- to design,
build and manage the technology infrastructure that the world
depends on each day, " said Martin Schroeter, Kyndryl chairman and
chief executive officer. "As an independent and focused services
leader, Kyndryl will be at the heart of progress for our
customers."
Shareholders do not need to take any action to receive shares of
Kyndryl common stock to which they are entitled as an IBM
stockholder. Additionally, shareholders do not need to pay any
consideration, or surrender or exchange shares of IBM common stock,
to participate in the separation.
Forward-Looking and Cautionary Statements
Except for the historical information and discussions contained
herein, statements contained in this release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are based on the company's current assumptions regarding
future business and financial performance. These statements involve
a number of risks, uncertainties and other factors that could cause
actual results to differ materially, including, but not limited to,
the following: a downturn in economic environment and client
spending budgets; a failure of the company's innovation
initiatives; damage to the company's reputation; risks from
investing in growth opportunities; failure of the company's
intellectual property portfolio to prevent competitive offerings
and the failure of the company to obtain necessary licenses; the
possibility that the proposed separation of the managed
infrastructure services unit of the company's Global Technology
Services segment will not be completed within the anticipated time
period or at all, the possibility of disruption or unanticipated
costs in connection with the proposed separation or the possibility
that the separation will not achieve its intended benefits; the
company's ability to successfully manage acquisitions, alliances
and dispositions, including integration challenges, failure to
achieve objectives, the assumption of liabilities, and higher debt
levels; fluctuations in financial results; impact of local legal,
economic, political, health and other conditions; the company's
failure to meet growth and productivity objectives; ineffective
internal controls; the company's use of accounting estimates;
impairment of the company's goodwill or amortizable intangible
assets; the company's ability to attract and retain key employees
and its reliance on critical skills; impacts of relationships with
critical suppliers; product quality issues; impacts of business
with government clients; reliance on third party distribution
channels and ecosystems; cybersecurity and data privacy
considerations; adverse effects from environmental matters, tax
matters; legal proceedings and investigatory risks; the company's
pension plans; currency fluctuations and customer financing risks;
impact of changes in market liquidity conditions and customer
credit risk on receivables; risk factors related to IBM securities;
and other risks, uncertainties and factors discussed in the
company's Form 10-Qs, Form 10-K and in the company's other filings
with the United States Securities and Exchange Commission or in
materials incorporated therein by reference. Any forward-looking
statement in this release speaks only as of the date on which it is
made. Except as required by law, the company assumes no obligation
to update or revise any forward-looking statements.
IBM
Tim Davidson, 914-844-7847
tfdavids@us.ibm.com
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CONTACT:
IBM
SOURCE: Intnl Bus. Mach
Copyright Business Wire 2021
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