This morning Fortive announced merging its Automation & Specialty business with Altra Industrial. The initial transaction details are below.
Terms of the deal:
Partly structured as a Reverse Morris Trust and as Direct Purchases of Assets & Equity interest:
· FTV will contribute a portion of FTV A&S businesses to the newly created subsidiary
· FTV will distribute the equity interests in Spinco to FTV shareholders in either split-off or spin-off
· Spinco will merge with a subsidiary of Altra, and as a result will become a subsidiary of Altra, and Spinco shareholders will receive 35M shares of Altra common stock
· Upon closing, FTV will own 54% of the combined company, and Altra 46%
Fortive A&S brands Kollmorgen, Thomson, Portscap and Jacobs to be divested to new Spinco ($907M in sales, $220M in EBITDA)
Fortive shareholders to receive ~$3B ($1.4B in cash proceeds and debt reduction, $1.6B in newly issued Altra common stock)
Transaction expected to close by the end of the year
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