GE Board of Directors Approves Separation of GE HealthCare
November 30 2022 - 04:17PM
Business Wire
- Board sets GE HealthCare distribution date of January 3, 2023,
after market close
- GE shareholders will receive one share of GE HealthCare for
every three shares owned
- GE HealthCare to begin trading on The Nasdaq Market LLC
(“Nasdaq”) on January 4, 2023 under ticker “GEHC”, and GE will
continue to trade on NYSE
General Electric Company (“GE”) (NYSE: GE) announced today that
its Board of Directors has approved the previously announced
spin-off of its healthcare business, GE Healthcare Holding LLC (“GE
HealthCare”). Prior to such spin-off, GE HealthCare is expected to
be converted into a corporation and renamed GE HealthCare
Technologies Inc. The company is expected to begin trading on
Nasdaq on January 4, 2023, under the ticker “GEHC”.
To effect the separation, GE’s Board of Directors approved a
distribution to GE shareholders of at least 80.1% of the
outstanding shares of GE HealthCare. Holders of GE common stock
will be entitled to receive one share of GE HealthCare common stock
for every three shares of GE common stock held on December 16,
2022, the record date for the distribution. The distribution is
expected to occur after U.S. market close on January 3, 2023. For
U.S. federal income tax purposes, the distribution will be
conducted in a tax-efficient manner for GE shareholders in the
United States. The distribution is subject to certain conditions
described in the registration statement on Form 10 filed by GE
HealthCare.
GE Chairman and CEO, GE Aerospace CEO, H. Lawrence Culp, Jr.
said, “Today’s announcement marks one of the final milestones for
our planned spin-off of GE HealthCare as we move toward launching
three independent, industry-leading, and investment-grade
companies. GE HealthCare is driving precision care globally, with a
clear strategy for value creation that will benefit patients,
customers, and shareholders under the leadership of CEO Peter
Arduini and his team.”
Effective upon the spin-off, GE will retain up to 19.9% of the
outstanding shares of GE HealthCare common stock.
GE shareholders do not need to take any action to receive shares
of GE HealthCare common stock to which they are entitled as a GE
shareholder. Additionally, shareholders do not need to pay any
consideration, or surrender or exchange shares of GE common stock,
to participate in the separation.
GE HealthCare Investor Day
As previously announced, GE HealthCare will host an investor day
on Thursday, December 8, 2022, in New York, NY. GE HealthCare’s
management team will present its growth strategies and a showcase
of its innovative solutions. Investors, media, and members of the
general public are invited to learn more about the pending spin-off
at https://www.ge.com/investor-relations/spinoff-resources. Future
updates to the Form 10 will be filed with the SEC and may be viewed
at www.sec.gov as filings under GE HealthCare’s current name, GE
Healthcare Holding LLC. The Form 10 filed on November 18, 2022, is
subject to change and will be made final prior to the effective
date.
Forward-Looking and Cautionary Statements
This announcement contains forward-looking statements – that is,
statements related to future events that by their nature address
matters that are, to different degrees, uncertain. For details on
the uncertainties that may cause our actual future results to be
materially different than those expressed in our forward-looking
statements, including our success in executing and completing asset
dispositions or other transactions, including our planned spin-offs
of GE HealthCare and our portfolio of energy businesses that are
planned to be combined as GE Vernova (Renewable Energy, Power,
Digital and Energy Financial Services), and sales of our equity
interests in Baker Hughes Company (Baker Hughes) and AerCap
Holdings N.V. (AerCap) and our expected equity interest in GE
HealthCare after its spin-off, the timing of closing for such
transactions, the ability to satisfy closing conditions, and the
expected proceeds, consideration and benefits to GE; changes in
macroeconomic and market conditions and market volatility,
including impacts related to the COVID-19 pandemic, risk of
recession, inflation, supply chain constraints or disruptions,
rising interest rates, the value of securities and other financial
assets (including our equity ownership positions in Baker Hughes
and AerCap, and expected equity interest in GE HealthCare after its
spin-off), oil, natural gas and other commodity prices and exchange
rates, and the impact of such changes and volatility on our
business operations, financial results and financial position and
our de-leveraging and capital allocation plans, including with
respect to actions to reduce our indebtedness, the capital
structures of the three public companies that we plan to form from
our businesses, the timing and amount of dividends, share
repurchases, organic investments, and other priorities, see
https://www.ge.com/investor-relations/important-forward-looking-statement-information,
as well as our SEC filings. We do not undertake to update our
forward-looking statements.
About GE
GE (NYSE:GE) rises to the challenge of building a world that
works. For more than 130 years, GE has invented the future of
industry, and today the company’s dedicated team, leading
technology, and global reach and capabilities help the world work
more safely, efficiently, and reliably. GE’s people are diverse and
dedicated, operating with the highest level of integrity and focus
to fulfill GE’s mission and deliver for its customers.
www.ge.com
About GE HealthCare
GE HealthCare is a leading global medical technology,
pharmaceutical diagnostics, and digital solutions innovator. GE
HealthCare employs approximately 51,000 people dedicated to
creating a world where healthcare has no limits. GE HealthCare’s
products, services, and solutions enable clinicians to make more
informed decisions quickly and efficiently, improving patient care
from diagnosis to therapy to monitoring. GE HealthCare’s products
are used in more than two billion procedures to care for more than
one billion patients annually, with a global installed base of more
than four million medical devices and delivered over 100 million
doses of imaging agents used in patient procedures in 2021.
www.gehealthcare.com
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version on businesswire.com: https://www.businesswire.com/news/home/20221130005941/en/
GE Investor Contact: Steve Winoker, 617.443.3400
swinoker@ge.com
GE Media Contact: Whitney Mercer, 857.303.3079
whitney.mercer@ge.com
GE HealthCare Investor Contact: Carolynne Borders,
631.662.4317 Carolynne.borders@ge.com
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