Market Overview

Fortive Commences Split-off Exchange Offer for Its Automation and Specialty Business in Connection with Altra Transaction

Share:

Fortive Corporation (NYSE:FTV) ("Fortive") announced today that it has
commenced an exchange offer related to the split-off of its Automation &
Specialty platform (excluding Fortive's Hengstler and Dynapar
businesses) (the "A&S Business"). The split-off transaction is in
connection with the previously announced combination of Fortive's A&S
Business with Altra Industrial Motion Corp. (NASDAQ:AIMC) ("Altra").

Key elements of the exchange offer:

  • Fortive stockholders have the option to exchange some, all or none of
    their shares of Fortive common stock for shares of common stock of
    Stevens Holding Company, Inc. ("Newco"), a Fortive subsidiary formed
    to hold the A&S Business, subject to proration as described below. In
    the combination, shares of Newco common stock will convert
    automatically into the right to receive shares of Altra common stock.
  • Tendering Fortive stockholders are expected to receive approximately
    $108.70 of Altra common stock for every $100 of Fortive common stock
    tendered, subject to the upper limit described below.
  • Fortive will determine the prices at which shares of Fortive common
    stock and shares of Newco common stock (and ultimately shares of Altra
    common stock) will be exchanged by reference to the simple arithmetic
    average of the daily volume-weighted average prices of Fortive common
    stock and Altra common stock, respectively, on the New York Stock
    Exchange and the NASDAQ Global Market on each of the last full three
    trading days ending on and including the third trading day preceding
    the expiration date of the exchange offer period.
  • Fortive expects to issue 35,000,000 shares of Newco common stock in
    the exchange offer. The number of shares of Fortive common stock that
    will be accepted in the exchange offer will depend on the final
    exchange ratio and the number of shares of Fortive common stock
    tendered.
  • The exchange offer and withdrawal rights are scheduled to expire at
    8:00 a.m., New York City time, on September 26, 2018, unless the
    exchange offer is extended or terminated.

The exchange offer is designed to permit Fortive stockholders to
exchange all or a portion of their shares of Fortive common stock for
shares of Newco common stock (which will convert into shares of Altra
common stock) at a discount of 8 percent to the per-share value of Altra
common stock, subject to an upper limit of 2.3203 shares of Newco common
stock for each share of Fortive common stock tendered in the exchange
offer.

The aggregate number of shares of Altra common stock issued in the
combination is expected to result in holders of shares of Newco common
stock before the combination and Newco employees collectively owning
approximately 54 percent of the issued and outstanding shares of Altra
common stock on a fully diluted basis immediately after the combination.

The final exchange ratio used to determine the number of shares of Newco
common stock that Fortive stockholders participating in the exchange
offer will receive for each share of Fortive common stock accepted for
exchange will be announced by press release no later than 9:00 a.m., New
York City time, on September 24, 2018, the second to last full trading
day prior to the expiration date (unless the exchange offer is
terminated or extended). Fortive will also announce whether the upper
limit on the number of shares that can be received for each share of
Fortive common stock tendered will be in effect, through http://investors.fortive.com/altra
and by press release, no later than 9:00 a.m., New York City time, on
September 24, 2018, the second to last full trading day prior to the
expiration date (unless the exchange offer is terminated or extended).

The exchange offer will expire at 8:00 a.m., New York City time, on
September 26, 2018, unless terminated or extended, and the closing of
the merger of the Altra subsidiary with and into Newco is expected to
occur promptly after expiration of the exchange offer. The transactions
are subject to customary closing conditions, including Altra stockholder
approval and Fortive receiving and Altra receiving an opinion of counsel
regarding certain tax matters. Altra has scheduled a special meeting of
stockholders to be held on September 4, 2018 to approve the issuance of
Altra common stock in the transaction. As a result of the exchange
offer, the number of outstanding shares of Fortive common stock will be
reduced.

The exchange offer will be subject to proration if the exchange offer is
oversubscribed, and the number of shares accepted in the exchange offer
may be fewer than the number of shares tendered.

If the exchange offer is consummated but not fully subscribed, then the
remaining shares of Newco common stock owned by Fortive will be
distributed on a pro rata basis to Fortive stockholders whose shares of
Fortive common stock remain outstanding after the consummation of the
exchange offer.

ABOUT FORTIVE

Fortive is a diversified industrial growth company comprised of
Professional Instrumentation and Industrial Technologies businesses that
are recognized leaders in attractive markets. With 2017 revenues of $6.7
billion, Fortive's well-known brands hold leading positions in field
instrumentation, transportation, sensing, product realization,
automation and specialty, and franchise distribution. Fortive is
headquartered in Everett, Washington and employs a team of more than
26,000 research and development, manufacturing, sales, distribution,
service and administrative employees in more than 50 countries around
the world. With a culture rooted in continuous improvement, the core of
Fortive's operating model is the Fortive Business System. For more
information please visit: www.fortive.com.

ABOUT ALTRA

Altra, through its subsidiaries, is a leading global designer, producer
and marketer of a wide range of electromechanical power transmission and
motion-control products. Altra brings together strong brands covering
over 42 product lines with production facilities in twelve countries.
Altra's leading brands include Ameridrives Couplings, Bauer Gear Motor,
Bibby Turboflex, Boston Gear, Delroyd Worm Gear, Formsprag Clutch,
Guardian Couplings, Huco, Industrial Clutch, Inertia Dynamics, Kilian
Manufacturing, Lamiflex Couplings, Marland Clutch, Matrix, Nuttall Gear,
Stieber Clutch, Stromag, Svendborg Brakes, TB Wood's, Twiflex, Warner
Electric, Warner Linear, and Wichita Clutch.

FORWARD-LOOKING STATEMENTS

Statements in this release that are not strictly historical, including
statements regarding the expected effects of the exchange offer related
to the split-off of the A&S Business and the combination of such
business with Altra (the "Transaction"), the anticipated timing and
terms of the Transaction and any other statements regarding events or
developments that Fortive believes or anticipates will or may occur in
the future, are "forward-looking" statements within the meaning of the
federal securities laws. There are a number of important risks and
uncertainties that could cause actual results, developments and business
decisions to differ materially from those suggested or indicated by such
forward-looking statements and you should not place undue reliance on
any such forward-looking statements. These risks and uncertainties
include, among other things, the ability of Fortive and Altra to satisfy
the conditions to the Transaction on a timely basis, the parties'
ability to complete the Transaction on the anticipated terms and
schedule, including the ability to obtain Altra stockholder approval and
the anticipated tax treatment for the Transaction, the risk that the
Transaction will harm Fortive's business, and the risk of deterioration
of or instability in the business performance of the A&S Business or
Altra, of their respective served markets or in the general economy.
Additional information regarding the factors that may cause actual
results to differ materially from these forward-looking statements is
available in Fortive's SEC filings, including its most recent Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q. These
forward-looking statements speak only as of the date of this release and
Fortive assumes no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events and
developments or otherwise.

ADDITIONAL INFORMATION

This communication does not constitute an offer to buy, or a
solicitation of an offer to sell, any securities of Altra, Fortive's A&S
Business or Fortive. In connection with the Transaction, Stevens Holding
Company, Inc. has filed with the Securities and Exchange Commission
("SEC") a registration statement on Form S-4 and Form S-1 in connection
with its separation from Fortive, and Altra has filed with the SEC a
registration statement on Form S-4, each of which includes a prospectus.
Altra has also filed a definitive proxy statement which has been sent to
the Altra stockholders in connection with their vote required in
connection with the Transaction. Investors and security holders are
urged to read the registration statements, the prospectus, the proxy
statement and any other relevant documents, because they contain
important information about Altra, the A&S Business of Fortive and the
Transaction.
The registration statements, the prospectus, the proxy
statement and other relevant documents relating to the Transaction can
be obtained free of charge from the SEC's website at www.sec.gov.
These documents can also be obtained free of charge from Fortive upon
written request to D.F. King & Co. Inc., 38 Wall Street, New York, NY
10005, or by calling (800) 515-4479 or upon written request to Altra
Industrial Motion Corp., Investor Relations, 300 Granite Street, Suite
201, Braintree, MA 02184 or by calling (781) 917-0541.

TENDER OFFER DOCUMENTS

On August 28, 2018, Fortive filed with the SEC a tender offer statement
on Schedule TO regarding the exchange offer for the split-off of the A&S
Business as part of the proposed Transaction. Investors and security
holders are urged to read the tender offer statement because it contains
important information about the Transaction. Investors and security
holders may obtain a free copy of the tender offer statement and other
documents filed by Fortive with the SEC on the SEC's web site at www.sec.gov.
The tender offer statement and other documents may also be obtained free
of charge from Fortive by directing a request to D.F. King & Co. Inc.,
38 Wall Street, New York, NY 10005 or by calling (800) 515-4479.

PARTICIPANTS IN THE SOLICITATION

Altra, Fortive, and certain of their respective directors, executive
officers and other members of management and employees may be deemed to
be participants in the solicitation of proxies from Altra stockholders
in respect of the Transaction under the rules of the SEC. Information
regarding Altra's directors and executive officers is available in its
Annual Report on Form 10-K filed with the SEC on February 23, 2018, and
in its definitive proxy statement filed with the SEC on August 6, 2018,
in connection with the Transaction. Information regarding Fortive's
directors and executive officers is available in its Annual Report on
Form 10-K filed with the SEC on February 28, 2018, and in its definitive
proxy statement filed with the SEC on April 16, 2018, in connection with
its 2018 annual meeting of stockholders. Other information regarding the
participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, has been
included in the registration statements, the prospectus, the proxy
statement and other relevant materials filed with the SEC. These
documents can be obtained free of charge from the sources indicated
above.

View Comments and Join the Discussion!