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|Dover Board of Directors Approves Spin-Off of Knowles|
Dover Board of Directors Approves Spin-Off of Knowles
DOVER BOARD OF DIRECTORS APPROVES SPIN-OFF OF KNOWLES
Record Date - February 19, 2014
Distribution Date - February 28, 2014
Knowles expects to begin "regular-way" trading on the NYSE on March 3, 2014
Downers Grove, IL, February 6, 2014 - Dover Corporation ("Dover"; NYSE: DOV) announced today that its board of directors formally approved the separation of Knowles Corporation ("Knowles") from Dover through a distribution of all of the common stock of Knowles held by Dover to Dover shareholders and, 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 after the close of trading on the New York Stock Exchange ("NYSE") on February 28, 2014 to Dover stockholders of record as of the close of business on February 19, 2014, the record date for the distribution.
On the distribution date, Dover stockholders will receive one share of Knowles common stock for every two shares of Dover common stock held as of the record date.
Following the distribution, Knowles will be an independent, publicly traded company, and Dover will retain no ownership interest in Knowles.
"Today's announcement marks another important milestone toward the completion of the Knowles spin-off," said Robert A. Livingston, Dover's President and Chief Executive Officer. "As separate companies, both Dover and Knowles 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."
Knowles Common Stock Distribution
As stated above, the Dover board of directors approved a pro rata dividend of Knowles common stock owned by Dover on February 28, 2014 (the "distribution date") to Dover shareholders of record as of the close of business on February 19, 2014 (the "record date"). After the close of trading on the NYSE on the distribution date, each Dover shareholder of record will receive one share of Knowles common stock for every two shares of Dover common stock held by such shareholder as of the record date. No fractional shares of Knowles' common stock will be distributed. Fractional shares of Knowles' 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 Knowles' common stock.
Trading of Dover and Knowles Shares
Shares of Dover common stock will continue to trade "regular-way" on the NYSE under the symbol "DOV" through and after the February 28, 2014 distribution date. Any holder of shares of Dover common stock who sells Dover shares "regular way" after the record date and on or before the February 28, 2014 distribution date will also be selling their right to receive shares of Knowles 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 Knowles common stock in the distribution) beginning on or about February 14, 2014, and continuing through 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.
A "when-issued" public trading market for Knowles' common stock is expected to begin on or about February 14, 2014 on the NYSE under the symbol "KN WI" and continue through the distribution date. On March 3, 2014, the first trading day after the distribution date, "when-issued" trading under the symbol "KN WI" will end and Knowles will begin "regular-way" trading on the NYSE under the symbol "KN."
Information About the Spin-Off
The distribution of Knowles' shares will be made in book entry form, which means no physical share certificates of Knowles will be issued. No action is required by Dover shareholders in order to receive shares of Knowles common stock in the distribution.
Prior to the distribution date, Dover will mail information statements to all shareholders of Dover common stock as of the record date. The information statement describes Knowles, including the risks of owning Knowles common stock and other details regarding the distribution and is an exhibit to Knowles' Registration Statement on Form 10, as amended, which Knowles has filed with the Securities and Exchange Commission (the "SEC") and is available at www.sec.gov.
The completion of the Knowles distribution is subject to the satisfaction or waiver of a number of conditions, including the Registration Statement on Form 10 for the Knowles common stock being declared effective by the SEC, the Knowles common stock being authorized for listing on the NYSE 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. The condition relating to the authorization of Knowles' common stock for listing on the NYSE has been satisfied, and today Knowles is sending a letter to the SEC requesting that the Form 10 be declared effective. Dover and Knowles expect all other conditions to the Knowles distribution to be satisfied on or before the distribution date.
The Knowles 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 Knowles spin-off.
Knowles' management plans to host an investor conference in New York City on February 19, 2014 to present the new company's management team, strategy, competitive positioning and outlook. On the morning of February 19, 2014, Knowles will file a copy of the investor presentation for that conference with the SEC on a Current Report on Form 8-K, which will be available at www.sec.gov. This conference will be webcast, and the presentation materials, along with a recording of the conference, will be available for 120 days on Knowles' website, www.knowles.com.
Goldman Sachs & Co. is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP and Baker & McKenzie LLP are acting as legal counsel to Dover.
This press release does not constitute an offer to sell any of the securities discussed herein.