DOVER BOARD OF
DIRECTORS APPROVES SPIN-OFF OF APERGY
-
Record Date - April 30, 2018
-
Distribution Date - May 9, 2018
-
Apergy expects to begin "regular-way" trading on
the NYSE on May 9, 2018
DOWNERS GROVE,
Ill., April 18, 2018 - Dover (NYSE: DOV) announced today that
its board of directors formally approved the separation of Apergy
Corporation ("Apergy") from Dover through a distribution of all of
the common stock of Apergy held by Dover to Dover shareholders. In
connection with the approval, the board has also set the
distribution ratio, record date and distribution date for the
spin-off. As a result, the following will occur:
-
The distribution is expected to be made at 12:01
a.m. ET on May 9, 2018 to Dover stockholders of record as of 5:00
p.m. ET on April 30, 2018, the record date for the
distribution.
-
On the distribution date, Dover stockholders
will receive one share of Apergy common stock for every two shares
of Dover common stock held as of the record date.
-
Following the distribution, Apergy will be an
independent, publicly traded company, and Dover will retain no
ownership interest in Apergy.
"Today's announcement marks
another important milestone toward the completion of the Apergy
spin-off," said Robert A. Livingston, Dover's President and Chief
Executive Officer. "As separate companies, both Dover and Apergy
will have greater flexibility to focus on and pursue their
respective growth strategies and be better positioned to build upon
their long history of success."
Apergy Common
Stock Distribution
As stated above, the Dover board
of directors approved a pro rata dividend of Apergy common stock
owned by Dover to be made on May 9, 2018 (the "distribution date")
to Dover shareholders of record as of 5:00 p.m. ET on April 30,
2018 (the "record date"). The distribution will be effective
at 12:01 a.m. ET on the distribution date. Each Dover
shareholder of record will receive one share of Apergy common stock
for every two shares of Dover common stock held by such shareholder
as of the record date. No fractional shares of Apergy's
common stock will be distributed. Fractional shares of
Apergy's common stock will be aggregated and sold on the open
market, and the aggregate net proceeds of the sales will be
distributed ratably in the form of cash payments to Dover
shareholders who would otherwise be entitled to receive a
fractional share of Apergy's common stock.
Trading of Dover
and Apergy Shares
Shares of Dover common stock will
continue to trade "regular-way" on the New York Stock Exchange
("NYSE") under the symbol "DOV" through and after the May 9, 2018
distribution date. Any holder of shares of Dover common stock
who sells Dover shares "regular way" through the close of trading
on the day prior to the May 9, 2018 distribution date will also be
selling their right to receive shares of Apergy common stock in the
distribution. It is anticipated that Dover shares will also
trade "ex-distribution" (that is, without the right to receive
shares of Apergy common stock in the distribution) beginning on or
about April 27, 2018, and continuing through the close of trading
on the day prior to the distribution date, under the symbol "DOV
WI". Investors should consult with their financial advisors
about selling their shares of Dover common stock on or after the
record date and on or before the distribution date. Beginning
on May 9, 2018, "regular-way" trading in Dover stock will reflect
the distribution of Apergy.
A "when-issued" public trading
market for Apergy's common stock is expected to begin on or about
April 27, 2018 on the NYSE under the symbol "APY WI" and continue
through the close of trading on the day prior to the distribution
date. Beginning on May 9, 2018, "when-issued" trading under
the symbol "APY WI" will end and Apergy will begin "regular-way"
trading on the NYSE under the symbol "APY."
Information About
the Spin-Off
The distribution of Apergy's
shares will be made in book entry form, which means no physical
share certificates of Apergy will be issued. No action is required
by Dover shareholders in order to receive shares of Apergy common
stock in the distribution and they will not be required to
surrender or exchange their Dover shares.
Prior to the distribution date,
Dover will mail information statements (or notices of their
internet availability) to all shareholders of Dover common stock as
of the record date. The information statement describes
Apergy, including the risks of owning Apergy common stock and other
details regarding the distribution and is an exhibit to Apergy's
Registration Statement on Form 10, as amended (the "Form 10"),
which Apergy has filed with the Securities and Exchange Commission
(the "SEC") and is available at www.sec.gov.
The completion of the Apergy
distribution is subject to the satisfaction or waiver of a number
of conditions, including the Form 10 for the Apergy common stock
being declared effective by the SEC and certain other conditions
described in the Information Statement included in the Form 10 and
in the form of Separation and Distribution Agreement, which is
filed as an exhibit to the Form 10. Dover and Apergy expect
all conditions to the Apergy distribution to be satisfied on or
before the distribution date.
The Apergy spin-off has been
structured to qualify as a tax-free distribution to U.S. holders of
Dover common stock for U.S. federal income tax purposes. Cash
received in lieu of fractional shares will, however, be
taxable. Dover shareholders should consult their tax advisors
with respect to the U.S. federal, state, local and non-U.S. tax
consequences of the Apergy spin-off.
Lazard and Centerview Partners are
acting as financial advisors and Simpson Thacher & Bartlett
LLP, McDermott Will & Emery LLP and Baker & McKenzie LLP
are acting as legal counsel to Dover.
About
Dover:
Dover is a diversified global manufacturer with annual revenue of
approximately $8 billion. We deliver innovative equipment and
components, specialty systems, consumable supplies, software and
digital solutions, and support services through four operating
segments: Engineered Systems, Fluids, Refrigeration & Food
Equipment and Energy. Dover combines global scale with operational
agility to lead the markets we serve. Recognized for our
entrepreneurial approach for over 60 years, our team of 29,000
employees takes an ownership mindset, collaborating with customers
to redefine what's possible. Headquartered in Downers Grove,
Illinois, Dover trades on the New York Stock Exchange under "DOV."
Additional information is available at dovercorporation.com.
About
Apergy:
Apergy is a leading provider of highly engineered technologies that
help companies drill for and produce oil and gas efficiently and
safely around the world. Apergy's products include a full range of
equipment essential to efficient functioning throughout the
lifecycle of a well - from drilling to completion to production.
The company's principal products consist of artificial lift
equipment and solutions, including rod pumping systems, electric
submersible pump systems, progressive cavity pumps and drive
systems and plunger lifts, as well as polycrystalline diamond
cutters for drilling. Apergy also provides a full automation
offering consisting of equipment, software, and IIoT solutions for
downhole monitoring, wellsite productivity enhancement and asset
integrity management. For more information,
visit www.apergy.com.
Forward-Looking
Statements:
This press release contains statements relating to future actions
and results, which are "forward-looking" statements within the
meaning of the Securities Exchange Act of 1934, as amended, and the
Private Securities Litigation Reform Act of 1995. Such statements
relate to, among other things, the planned separation of Apergy and
the timing thereof, the expected distribution date, the listing of
shares of Apergy's common stock on the NYSE, the tax-free nature of
the spin-off, the anticipated dates for Apergy's common stock to
begin trading on a "when-issued" basis and on a "regular-way" basis
and for Dover common stock to begin trading on an "ex-distribution"
basis and the expected mailing date for the information
statement. Forward-looking statements are subject to inherent
risks and uncertainties that could cause actual results to differ
materially from current expectations, including, but not limited
to, the fact that the spin-off distribution may not be completed as
anticipated or at all and that delays or difficulties in completing
the distribution may be experienced; market conditions in general
and those applicable to the distribution; factors affecting the
expected timeline for completing the separation into two public
companies; the effect the separation may have on Dover's stock
price; the risk that the anticipated benefits from the distribution
may not be fully realized or may take longer to realize than
expected; tax and regulatory matters; and changes in economic,
competitive, strategic, technological, regulatory or other factors
that affect the operation of Dover's businesses. Dover refers
you to the documents that it files from time to time with the
Securities and Exchange Commission, such as its reports on Form
10-K, Form 10-Q and Form 8-K, as well as the "Risk Factors" section
of Apergy's Form 10 registration statement, for a discussion of
these and other risks and uncertainties. There is no assurance
regarding the ultimate timing of the planned transaction or whether
it will be completed. Dover undertakes no obligation to
update any forward-looking statement, except as required by
applicable law.
This press release does not
constitute an offer to sell any of the securities discussed
herein.
Investor
Contact:
Paul
Goldberg
Vice President - Investor
Relations
(630) 743-5180
peg@dovercorp.com
Media Contact:
Adrian Sakowicz
Vice President - Communications
(630) 743-5039
asakowicz@dovercorp.com
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Dover Corporation via Globenewswire
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