Close

SPX Corp. (SPW) Announces Additional Details Regarding Spin-off of SPX FLOW (FLOW)

September 8, 2015 5:39 PM EDT

SPX Corporation (NYSE: SPW) today announced the timing and additional details regarding the previously announced spin-off of SPX FLOW, Inc. from SPX Corporation.

The SPX Corporation board of directors has approved the final distribution ratio and declared a pro rata dividend of the outstanding shares of SPX FLOW, Inc. common stock, which will result in the complete legal and structural separation of the two companies. The distribution is subject to the satisfaction or waiver of certain conditions, including, without limitation, a registration statement on Form 10 for the SPX FLOW, Inc. common stock being declared effective by the U.S. Securities and Exchange Commission.

On the distribution date of September 26, 2015, SPX Corporation shareholders of record as of 5:00 p.m., New York City time, on September 16, 2015, the record date for the distribution, will receive one share of SPX FLOW, Inc. common stock for every share of SPX Corporation common stock they hold on the record date.

No action or payment is required by SPX Corporation shareholders to receive the shares of SPX FLOW, Inc. common stock. Shareholders who hold SPX Corporation common stock on the record date will receive a book-entry account statement reflecting their ownership of SPX FLOW, Inc. common stock or their brokerage account will be credited with the SPX FLOW, Inc. shares. An Information Statement containing details regarding the distribution of the SPX FLOW, Inc. common stock and SPX FLOW, Inc.'s business and management following the SPX FLOW, Inc. spin-off will be mailed to SPX Corporation shareholders prior to the distribution date.

For U.S. federal income tax purposes, SPX Corporation's U.S. shareholders (other than those subject to special rules) generally should not recognize gain or loss as a result of the distribution of SPX FLOW, Inc. shares. SPX Corporation shareholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the SPX FLOW, Inc. spin-off.

Shares of SPX Corporation common stock will continue to trade "regular way" on the NYSE under its current symbol of "SPW" through the last trading day prior to the distribution date of September 26, 2015. After the distribution date, the shares of SPX common stock will trade "regular way" under the new symbol of "SPXC". Beginning on or about September 14, 2015, it is expected that there will be two markets in SPX Corporation common stock on the NYSE: "regular-way" under the old symbol "SPW" and "ex‑distribution" under the symbol "SPXC WI." Prior to the distribution date, shares of SPX Corporation common stock that trade in the "regular-way" market will trade with the right to receive shares of SPX FLOW, Inc. common stock on the distribution date. Shares of SPX Corporation common stock that trade in the "ex-distribution" market, will trade without the right to receive shares of SPX FLOW, Inc. common stock on the distribution date. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling SPX Corporation common stock on or before the distribution date.

It is anticipated that "when-issued" trading on the NYSE in SPX FLOW, Inc. common stock will begin on or about September 14, 2015, under the symbol "FLOW WI." On September 28, 2015, SPX FLOW, Inc. common stock will begin "regular-way" trading on the NYSE under the symbol "FLOW."



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

Corporate News, Dividends, Management Comments, Spinoffs