Altra Industrial Motion Corp (AIMC)

[Enterprising Investor]

Altra Industrial Motion Corp. Completes Combination with Fortive’s Automation & Specialty Platform (10/01/18)

Creates a Premier Industrial Company

BRAINTREE, Mass., Oct. 01, 2018 (GLOBE NEWSWIRE) -- Altra Industrial Motion Corp. ("Altra") (NASDAQ:AIMC), a global manufacturer and marketer of electromechanical power transmission and motion control products, today announced the completion of Altra's combination with four operating companies from Fortive's Automation & Specialty platform ("Fortive A&S"), including market leading brands Kollmorgen, Thomson, Portescap and Jacobs Vehicle Systems.

The transaction was valued at approximately $2.9 billion, based on Fortive receiving $1.4 billion of cash proceeds and debt instruments and Fortive stockholders receiving 35 million newly issued shares of Altra common stock. On an LTM basis for the period ending June 30, 2018, the pro forma combined company had revenues of $1.9 billion.
With the combination complete, Altra is positioned to drive growth and value creation through its industry-leading positions in the precision motion control market, a stronger position at the higher end of the technology spectrum, increased exposure to higher growth, higher margin end-markets and an enhanced financial profile.

"We are pleased to complete this combination and move forward as a premier industrial company with leading positions across key markets," said Carl Christenson, Chairman and Chief Executive Officer of Altra. "In addition to our foundational power transmission businesses, we can now provide our customers with a broader suite of products and solutions, including sophisticated precision motors, drives and controls; engineered linear motion systems; miniature motors; and a leading portfolio of braking technologies. We are excited about the opportunities we see to drive innovation and deliver enhanced value for stockholders and customers alike. On behalf of everyone at Altra, we welcome Fortive A&S' talented team, and look forward to our future and what we can achieve together."

The combined company will remain headquartered in Braintree, Massachusetts and will continue to be led by Altra's current Chairman and CEO, Carl Christenson.

Advisors

Goldman Sachs & Co. LLC served as financial advisor to Altra and Cravath, Swaine & Moore LLP served as legal counsel to Altra.

About Altra

Altra Industrial Motion Corp. is a premier industrial manufacturer of highly engineered power transmission, motion control and engine braking systems and components. Altra's portfolio consists of 27 well-respected brands including Bauer Gear Motor, Boston Gear, Jacobs Vehicle Systems, Kollmorgen, Portescap, Stromag, Svendborg Brakes, TB Wood's, Thomson and Warner Electric. Headquartered in Braintree, Massachusetts, Altra has approximately 9,300 employees and over 50 production facilities in 16 countries around the world.

https://www.nasdaq.com/press-release/altra-industrial-motion-corp-completes-combination-with-fortives-automation--specialty-platform-20181001-01000

[Enterprising Investor]

Fortive Announces Preliminary Results of Split-Off Exchange Offer in Connection with Altra Transaction (9/26/18)

EVERETT, Wash.--(BUSINESS WIRE)--Fortive Corporation (NYSE: FTV) announced today the preliminary results of its 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 its A&S Business (“Stevens Holding”), with a subsidiary of Altra Industrial Motion Corp. (NASDAQ: AIMC). Fortive intends to accept shares of Fortive common stock validly tendered in the exchange offer, subject to proration, and expects the closing of the merger to occur on October 1, 2018.

In the exchange offer, Fortive stockholders had the option to exchange some, none or all of their shares of Fortive common stock for shares of Stevens Holding common stock, subject to proration and with an exchange ratio of 2.2117 shares of Stevens Holding common stock for each share of Fortive common stock tendered and accepted for exchange. In the merger, each share of Stevens Holding common stock will be converted into the right to receive one share of Altra common stock (with cash in lieu of fractional shares).

Exchange Offer Results

Pursuant to the exchange offer, which expired at 8:00 a.m., New York City time, on September 26, 2018, and based on a preliminary count by the exchange agent, a total of approximately 128,941,860 shares of Fortive common stock were validly tendered and not properly withdrawn prior to the expiration of the exchange offer, including 61,048,910 shares tendered pursuant to guaranteed delivery procedures. The total number of shares tendered includes an estimated 1,044,987 shares of Fortive common stock tendered by odd-lot shareholders (excluding certain plan participants in Fortive savings plans) not subject to proration. Fortive will exchange a total of 15,824,931 shares of Fortive common stock in the exchange offer.

Based on the total number of shares of Fortive common stock reported to be tendered and not properly withdrawn prior to the expiration of the exchange offer, including shares tendered pursuant to guaranteed delivery procedures, the exchange offer was oversubscribed by approximately 113,116,929 shares, resulting in a preliminary proration factor of approximately 11.56 percent.

Fortive will not be able to determine the final proration factor until the end of the exchange offer’s guaranteed delivery period at 8:00 a.m., New York City time, on September 28, 2018. Fortive will publicly announce the final proration factor, which may be different from today’s preliminary estimate, after it has been determined.

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 parties’ ability to complete the Transaction on the anticipated terms and schedule, including 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. Investors and security holders are urged to read the registration statements, the prospectus 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 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 [phone] or upon written request to Altra Industrial Motion Corp., Investor Relations, 300 Granite Street, Suite 201, Braintree, MA 02184 or by calling [phone].

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 (as updated and amended) 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 [phone].

Contacts
Fortive Corporation
Lisa Curran, 425-446-5000
Vice President, Investor Relations
6920 Seaway Boulevard
Everett, WA 98203
or
D.F. King & Co. Inc.
Telephone: [phone]
38 Wall Street
New York, NY 10005

https://www.businesswire.com/news/home/20180926005505/en/Fortive-Announces-Preliminary-Results-Split-Off-Exchange-Offer

[Enterprising Investor]

Fortive Sets Final Exchange Ratio in Split-Off Exchange Offer in Connection with Altra Transaction (9/24/18)

EVERETT, Wash.--(BUSINESS WIRE)--Fortive Corporation (NYSE: FTV) announced today the final exchange ratio for 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 its A&S Business, with a subsidiary of Altra Industrial Motion Corp. (NASDAQ: AIMC) will be 2.2117 shares of Stevens Holding Company, Inc. common stock for each share of Fortive common stock validly tendered and not properly withdrawn and accepted by Fortive pursuant to the terms of the exchange offer. After Fortive’s acceptance of shares in the exchange offer, a subsidiary of Altra will merge with and into Stevens Holding Company, Inc. with Stevens Holding Company, Inc. surviving the merger and each share of Stevens Holding Company, Inc. common stock will automatically convert into the right to receive one share of Altra common stock (the “Merger”). 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 is expected to occur promptly after expiration of the exchange offer.

Based on the final exchange ratio, Fortive expects to accept for exchange 15,824,931 shares of its common stock if the exchange offer is fully subscribed. Because the exchange offer will be subject to proration if the exchange offer is oversubscribed, the number of shares of Fortive common stock that Fortive accepts in the exchange offer may be less than the number of shares validly tendered by shareholders.

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 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. Investors and security holders are urged to read the registration statements, the prospectus 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 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 [phone] or upon written request to Altra Industrial Motion Corp., Investor Relations, 300 Granite Street, Suite 201, Braintree, MA 02184 or by calling [phone].
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 [phone].

https://www.businesswire.com/news/home/20180924005323/en/Fortive-Sets-Final-Exchange-Ratio-Split-Off-Exchange

[Enterprising Investor]

Form 425 (9/21/18)

Date: September 21, 2018, 4:10 pm ET
Fortive VWAP: $87.3245
Altra VWAP: $42.7577
Final Exchange Ratio: 2.2117
Exchange Ratio Limit: 2.3203
Exchange Ratio Limit in Effect: No

https://www.sec.gov/Archives/edgar/data/1659166/000119312518280129/d628358d425.htm

[Enterprising Investor]

Form 425 (9/20/18)

Date: September 20, 2018, 4:10 pm ET
Fortive VWAP: $87.1557
Altra VWAP: $42.5473
Indicative Exchange Ratio: 2.2076
Exchange Ratio Limit: 2.3203
Exchange Ratio Limit in Effect: No

https://www.sec.gov/Archives/edgar/data/1659166/000119312518278815/d574100d425.htm

[Enterprising Investor]

Form 425 (9/19/18)

https://www.sec.gov/Archives/edgar/data/1659166/000119312518277689/d619545d425.htm

[Enterprising Investor]

Split-Off Exchange Offer for Fortive's Automation and Specialty Business

On August 28, 2018, Fortive commenced an exchange offer related to the split-off of its automation and specialty platform (excluding Fortive’s Hengstler and Dynapar businesses) (the “A&S Business”). The split-off is in connection with Fortive’s announcement on March 7, 2018, that Fortive will separate its A&S Business and then combine it with Altra Industrial Motion Corp. (“Altra”). The terms of the transaction call for Fortive to separate its A&S Business through the split-off of its subsidiary, Stevens Holding Company, Inc., and to immediately merge Stevens Holding Company, Inc. with a subsidiary of Altra. Fortive will provide indicative calculated per share values and exchange ratios for each of the trading days that the exchange offer is open. The final exchange ratio is expected to be calculated using the volume weighted average stock prices (“VWAP”) of Fortive and Altra on September 19, 2018, September 20, 2018 and September 21, 2018, and is expected to be announced by 9:00 a.m., New York City time, on September 24, 2018, the second to last full trading day prior to the expiration date of the exchange offer, unless the exchange offer is extended or terminated. The exchange offer will expire at 8:00 a.m. on September 26, 2018, unless the offer is extended or terminated.

[Enterprising Investor]

Altra/Fortive Tie-Up Looks Compelling, But Focus On Price (9/19/18)

https://seekingalpha.com/article/4207218-altra-fortive-tie-looks-compelling-focus-price

[Enterprising Investor]

Fortive And Altra Industrial Motion: Exchange Offer Worth Considering Now (9/19/18)

https://seekingalpha.com/article/4207088-fortive-altra-industrial-motion-exchange-offer-worth-considering-now

[mlkrborn]

Altra Holdings announced the acquisition of Lamiflex, a Brazilian manufacturer of high-speed disc couplings; acquisition is anticipated to be accretive to AIMC's earnings in 2012 (AIMC) 15.04 +0.06 : Co announced that its subsidiary, Altra Industrial Motion Netherlands BV, has acquired 85% of privately held Lamiflex do Brasil Equipamentos Industriais. Lamiflex is a Brazilian manufacturer of high-speed disc couplings, providing engineered solutions to a variety of industries. Co acquired the business for a cash consideration of 17.4 mln Reais (~$8.6 mln based upon current exchange rates), subject to a post-closing adjustment for net debt. The acquisition is anticipated to be accretive to Altra Holdings' earnings in 2012, excluding any one-time or acquisition-related costs.

[Penny Roger$]

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[Penny Roger$]

Altra Holdings, Inc. (Altra Holdings) is a global designer, producer and marketer of a range of mechanical power transmission (MPT), and motion control products serving customers in a diverse group of industries, including energy, general industrial, material handling, mining, transportation, and turf and garden. The Company’s product portfolio includes industrial clutches and brakes, enclosed gear drives, open gearing, belted drives, couplings, engineered bearing assemblies, linear components, gear motors, electronic drives and other related products. Its products are used in a variety of manufacturing processes. Its products are also used in non-manufacturing applications, such as clutches and brakes for elevators and residential and commercial lawnmowers. Altra Holdings, Inc. is the parent company of Altra Industrial Motion, Inc. (Altra Industrial), and owns 100% of Altra Industrial’s interest. On May 29, 2011, it acquired Danfoss Bauer GmbH relating to its gear motor business.

http://www.google.com/finance?q=AIMC