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SPX Corporation
SPW and
Relational Investors LLC today announced that they have entered into a
cooperation agreement giving Relational an option to have SPX appoint David H.
Batchelder, Relational's principal and co-founder, to SPX's board of directors
following the 2014 Annual Meeting of Stockholders.
"SPX and Relational have engaged in a series of productive discussions about
our business, capital allocation and long-term prospects," said Chris Kearney,
SPX Chairman, President and CEO. "We have always embraced an open dialogue
with and input from our shareholders and are pleased to have reached this
agreement with Relational. Our board and management team remain committed to
continued operational improvement, generating profitable growth, narrowing our
strategic focus around our Flow end markets and disciplined execution of our
capital allocation methodology."
The cooperation agreement provides Relational with an option to have SPX
appoint Mr. Batchelder to the SPX board of directors at Relational's request
any time after SPX's 2014 Annual Meeting of Stockholders, but before the
sixtieth day prior to SPX's 2015 Annual Meeting of Stockholders. Should Mr.
Batchelder join the Company's board, SPX agrees to re-nominate him for
election at the Company's 2015 Annual Meeting of Stockholders. In addition,
should Mr. Batchelder join the Company's board, Relational has the right to
request the board to nominate a second Relational director for election at the
2015 Annual Meeting of Stockholders. In turn, Relational has agreed to vote
in favor of the Company's board nominees during the term of the cooperation
agreement.
"We are pleased to have reached this agreement with SPX and are encouraged by
the progress the Company made in 2013," said David Batchelder, Relational's
principal and co-founder. "Going forward, we believe SPX can unlock
additional value for its shareholders by further increasing its operating
profit margins, continuing to divest non-core assets, properly balancing
growth with investment returns and maintaining its disciplined approach to
capital allocation."
Relational began investing in SPX shares in late December 2012 and, as of the
quarter ended December 31, 2013, owned approximately 15.5% of SPX's common
stock. The cooperation agreement will be filed as an exhibit to the Form 8-K
that the Company is filing with the Securities and Exchange Commission.
About SPX
Based in Charlotte, North Carolina, SPX Corporation
SPW is a global
Fortune 500 multi-industry manufacturing leader with approximately $5 billion
in annual revenue, operations in more than 35 countries and over 14,000
employees. The company's highly-specialized, engineered products and
technologies are concentrated in flow technology and energy infrastructure.
Many of SPX's innovative solutions are playing a role in helping to meet
rising global demand for electricity and processed foods and beverages,
particularly in emerging markets. The company's products include food
processing systems for the food and beverage industry, critical flow
components for oil and gas processing, power transformers for utility
companies, and cooling systems for power plants. For more information, 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 these results
in conjunction with the company's documents filed with the Securities and
Exchange Commission, including SPX'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.
Although SPX 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. In addition, estimates of future operating results
are based on SPX's current complement of businesses, which is subject to
change. 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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