Dover Corporation : Dover Announces Plans to Spin Off Certain Communication
Technologies Businesses to Shareholders
DOVER ANNOUNCES PLANS TO SPIN OFF CERTAIN COMMUNICATION TECHNOLOGIES
BUSINESSES TO SHAREHOLDERS
Knowles Corporation to Become a Standalone Global Communications Technology
Downers Grove, Illinois, May 23, 2013 - Dover (NYSE: DOV) today announced that
its Board of Directors has unanimously approved a plan to spin off certain of
its communication technologies businesses into a standalone, publicly traded
Upon completion of the spin off, the new company, Knowles Corporation
("Knowles"), will be an independent, global technology and market leader in
the communication technologies space. Knowles will have significant product
breadth in acoustic components, including MEMs microphones, speakers,
receivers and transducers, as well as a solid position in communication
Dover also announced that Jeffrey Niew will serve as President & Chief
Executive Officer of Knowles upon completion of the transaction. Jeff
currently serves as President and Chief Executive Officer of Dover's
Communication Technologies segment.
Robert A. Livingston, Dover's President and Chief Executive Officer, said,
"Consistent with our strategy to create value by identifying and building
leading brands and positions in growth markets, we have successfully built
Knowles into a great business and an industry-leading enterprise. Given the
evolution of their unique business model, these businesses can now pursue a
more aggressive growth strategy together as a standalone company. Knowles
will have the expertise, solid financial profile and operational flexibility
to serve its global base of customers and their distinct product and
technology needs. We expect this transaction will provide significant
benefits for employees, customers and shareholders."
He continued, "Knowles has a long track record of success. I am confident
that with the continued momentum in this business, in particular the
significant growth in the handset market, and the strength of the management
team, the Knowles businesses will continue to build on their success as an
independent company. This transaction will provide both Knowles and Dover
greater flexibility to focus on and pursue their respective growth strategies,
which will allow them to create significant value for shareholders.
"Dover will continue to execute on its long-term strategy and commitment to
industry leadership through innovation, leveraging its scale and focusing on
its key end-markets. In addition to ongoing investments to support organic
growth and value-added strategic acquisitions, we will continue our practice
of consistently returning capital to our shareholders through dividends and
share repurchases, including completion of our current $1 billion
Knowles, on a pro-forma basis for 2013, will have $1.3 billion in annual
revenue, with about two-thirds derived from high-growth acoustic products.
Prominent brands within the new company will include Knowles, Sound
Solutions, Dielectric, Novacap, Syfer and Vectron. Knowles is expected to
have a capital structure, balance sheet and financial policies consistent with
investment grade credit metrics.
Upon completion of this transaction, Dover's annual revenue, on a pro-forma
basis for 2013, will be approximately $7.4 to $7.6 billion. Dover will have
leading positions in its growth spaces, namely energy, refrigeration, fluids,
and printing & identification, and will remain focused on the ongoing
objective of generating consistent revenue and earnings growth, and strong
free cash flow.
Dover anticipates that the transaction will be in the form of a distribution
of 100% of the stock of Knowles, a new, independent, publicly traded company,
which will be tax-free to Dover and U.S. shareholders. Dover currently expects
that the transaction will be completed early next year. One-time costs
associated with the transaction are expected to be in the range of $60 to $70
Completion of the transaction is subject to certain customary conditions,
including, among others, assurance that the spin off of Knowles will be tax
free to Dover and U.S. shareholders, the effectiveness of appropriate filings
with the U.S. Securities and Exchange Commission, and final approval by
Dover's Board of Directors.
Goldman Sachs & Co. is acting as financial advisor and Skadden, Arps, Slate,
Meagher & Flom LLP is acting as legal counsel to Dover.
Conference Call and Webcast
Robert A. Livingston, President and Chief Executive Officer and Brad M.
Cerepak, Senior Vice President and Chief Financial Officer, will host a
conference call today, May 23, 2013, at 8:30 A.M. Eastern Time (7:30 A.M.
Central Time) to discuss the proposed transaction. Additional financial
information regarding the spin off discussed in this press release is
available on the Company's website at: http://www.dovercorporation.com.
To participate on the conference call, please dial 1-866-610-1072 (domestic)
or 1-973-935-2840 (international) and reference the reservation number
73262383. Due to the expected number of callers, please dial in at least 15
minutes before the conference is to begin and ask to be connected to the Dover
teleconference. A live audio webcast will also be available on the Company's
website at www.dovercorporation.com.
A replay of the conference call will be available from 11:30 A.M. Eastern Time
on the day of the call until 11:59 P.M. Eastern Time on May 30, 2013, by
dialing 1-800-585-8367 (domestic) or 1-404-537-3406 (international), using the
reservation number 73262383. The conference call will also be made available
for replay on the Company's website.
Dover is a diversified global manufacturer with annual revenues of over $8
billion. For over 50 years, Dover has been delivering outstanding products
and services that reflect its market leadership and commitment to operational
and technical excellence. The Company's entrepreneurial business model
encourages, promotes and fosters deep customer engagement which has led to
Dover's well-established and valued reputation for providing superior customer
service and industry-leading product innovation. Dover focuses on innovative
equipment and components, specialty systems and support services through its
four major operating segments: Communication Technologies, Energy, Engineered
Systems and Printing & Identification. Headquartered in Downers Grove,
Illinois, Dover employs 35,000 people worldwide. Dover is traded on the New
York Stock Exchange under "DOV." Additional information is available on our
website at www.dovercorporation.com.
Upon completion of the spin off from Dover, Knowles Corporation will be an
independent, global technology and market leader in the communication
technologies space. Knowles will have significant product breadth in acoustic
components, including MEMs microphones, speakers, receivers and transducers,
as well as a solid position in communication infrastructure components.
Prominent brands within this publicly traded company will include Knowles,
Sound Solutions, Dielectric, Novacap, Syfer and Vectron. Knowles will be
based in Itasca, Illinois.
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 certain of Dover's communication technologies businesses, the
potential benefits and timing thereof, and the prospects and expected
financial results of Dover and such separated businesses after the planned
transaction. 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, unanticipated
developments that delay or negatively impact the planned transaction; changes
in market conditions; disruption to operations as a result of the planned
transaction; the inability of one or more of the businesses to operate
independently following completion of the planned transaction; and the
inability to retain key personnel. 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, for a discussion of these
and other risks and uncertainties that could cause its actual results to
differ materially from its current expectations and from the forward-looking
statements contained in this press release. There is no assurance regarding
the ultimate timing of the planned transaction or whether it will be
completed. Dover does not intend to provide updates on its progress regarding
the planned transaction unless and until its Board of Directors gives final
approval to the planned transaction. Dover undertakes no obligation to update
any forward-looking statement, except as required by applicable law.
Vice President - Investor Relations
Director of Communications
This announcement is distributed by Thomson Reuters on behalf of Thomson
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: Dover Corporation via Thomson Reuters ONE
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