The Manitowoc Company, Inc. announced on Thursday, February 11, 2016 that its board of directors has approved the separation of its Foodservice segment, which will be spun off as Manitowoc Foodservice, Inc. (“Manitowoc Foodservice”), through a pro rata distribution of all the shares of the common stock of Manitowoc Foodservice to Manitowoc shareholders.
Manitowoc also announced that the Registration Statement on Form 10 filed by Manitowoc Foodservice has been declared effective by the Securities and Exchange Commission, available at www.manitowoc.com. The Registration Statement on Form 10 includes information regarding the business and spin-off of Manitowoc Foodservice. The Board has set a record date of February 22, 2016 and a distribution date of March 4, 2016.
“With the operational preparation complete, the Board of Directors’ authorization of the spin of Manitowoc Foodservice marks the final phase of a year-long process to create two, industry-leading, public companies. Both Cranes and Foodservice are well positioned for sustainable, long-term growth and value creation, and this separation will facilitate each to capitalize on the opportunities in their respective markets,” commented Kenneth W. Krueger, Manitowoc’s chairman and interim chief executive officer.
For each share of Manitowoc common stock held as of the close of business on the record date, Manitowoc shareholders will receive one share of Manitowoc Foodservice common stock. No fractional shares of Manitowoc Foodservice will be issued. Shareholders will receive cash in lieu of fractional shares.
There is no current market for Manitowoc Foodservice common stock. The New York Stock Exchange (“NYSE”) has advised that beginning on February 18, 2016, Manitowoc Foodservice will begin trading on a “when-issued” basis under the symbol MFS-WI. When-issued trading will continue until the distribution is complete.
Starting February 18, 2016, Manitowoc common stock is expected to trade on the NYSE in both “regular way” (“MTW”) and “Ex-Distribution” markets (“MTW-WI”). Shares trading under MTW will carry the right to receive shares of Manitowoc Foodservice common stock. Shares trading under “MTW-WI” will not carry the right to receive shares of Manitowoc Foodservice common stock as part of the distribution. If shares of Manitowoc common stock are sold in the “regular-way” market on or after February 18, 2016, but before the distribution date, the shareholder is selling the right to receive shares of Manitowoc Foodservice common stock as part of the distribution. Manitowoc shareholders are encouraged to consult with their financial advisors regarding the specific consequences of selling Manitowoc common stock on or before March 3, 2016.
After the distribution, Manitowoc Foodservice will be an independent company and its stock will begin regular way trading under the ticker symbol MFS on the NYSE on March 4, 2016. Additionally, The Manitowoc Company, Inc. will be a dedicated crane company, and will continue to trade on the NYSE under the ticker symbol MTW.
The distribution of Manitowoc Foodservice common stock will complete the separation of Manitowoc Foodservice from Manitowoc. After the distribution, Manitowoc Foodservice will be an independent, publicly-owned company, and Manitowoc will not own any shares of Manitowoc Foodservice common stock.
The distribution of Manitowoc Foodservice common stock is subject to the conditions set forth in the Master Separation and Distribution Agreement to be entered into between Manitowoc and Manitowoc Foodservice, filed as an exhibit to Manitowoc Foodservice’s Registration Statement on Form 10, including the receipt of an opinion of counsel as to the tax-free nature of the transaction.
No action is required by Manitowoc’s shareholders in order to receive shares of Manitowoc Foodservice common stock in the distribution.
