Colfax Announces Plans for Reverse Stock Split
30 Décembre 2021 - 10:10PM
Colfax Corporation (“Colfax” or the “Company”) (NYSE: CFX), a
leading diversified technology company, announced today that it
plans to hold a special meeting of stockholders to seek approval
for an amendment to the Company’s Amended and Restated Certificate
of Incorporation (the “Certificate of Incorporation”) to effect, at
the discretion of the Board of Directors, (i) a reverse stock split
of the Company’s common stock, par value $0.001 per share (the
“Common Stock”), at one of three reverse stock split ratios,
one-for-two, one-for-three or one-for-four, with the exact ratio to
be determined by the Board of Directors of the Company at a later
date, and (ii) if and when the reverse stock split is effected, a
corresponding reduction in the number of authorized shares of our
Common Stock by the selected reverse stock split ratio.
Colfax intends to effect the reverse stock split
and authorized share count reduction in connection with and
immediately following the previously announced separation of its
existing fabrication technology business, which will operate as
ESAB Corporation (“ESAB”), and its specialty medical technology
businesses, which will operate under the new name Enovis
Corporation (“Enovis”). With a reverse stock split, the price of
each common share is expected to increase so that a stockholder
would have fewer but higher priced shares. A reverse stock split
would not have any impact on the voting and other rights of
stockholders, and would have no impact on the Company’s business
operations or any of its outstanding indebtedness.
Colfax will hold a special meeting of
stockholders on February 28, 2022 to seek approval of the reverse
stock split and the corresponding authorized share count reduction.
Holders of record of Colfax Common Stock as of the close of
business on January 10, 2022 will be entitled to notice of and to
vote at the special meeting. The time, location and other details
regarding the special meeting will be communicated to stockholders
at a later date via proxy materials which will be filed with, and
subject to review by, the U.S. Securities and Exchange Commission
(the “SEC”).
Even if the reverse stock split proposal is
approved by the Company’s stockholders, the Board of Directors may
delay or abandon the reverse stock split at any time prior to the
effective time of the reverse stock split if the Board of Directors
determines that the reverse stock split is no longer in the best
interests of the Company or its stockholders.
Important Information about the Reverse
Stock Split Proposal
This communication may be deemed to be
solicitation material in connection with the proposal to be
submitted to Colfax’s stockholders at its special meeting seeking
approval of an amendment to the Certificate of Incorporation to
effect a reverse stock split and a reduction in the number of
authorized shares of its Common Stock (the “Reverse Split
Proposal”). In connection with the Reverse Split Proposal, Colfax
plans to file a preliminary proxy statement on Schedule 14A with
the SEC. Stockholders are urged to read the preliminary proxy
statement and all other relevant documents filed with the SEC when
they become available, including the definitive proxy statement,
because they will contain important information about the Reverse
Split Proposal.
Investors and security holders will be able to
obtain the documents (when available) free of charge at the SEC’s
website, www.sec.gov. In addition, stockholders may obtain
free copies of the documents filed with the SEC when available at
Colfax’s website, www.colfaxcorp.com. You also may read and
copy any reports, statements and other information filed by Colfax
with the SEC at the SEC public reference room at 100 F Street, N.E.
Room 1580, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 or visit the SEC’s website for further information
on its public reference room.
About Colfax Corporation
Colfax Corporation (NYSE: CFX) is a leading
diversified technology company that provides orthopedic and
fabrication technology products and services to customers around
the world, principally under the DJO and ESAB brands. The Company
uses its Colfax Business System, a comprehensive set of tools and
processes, to create superior value for customers, stockholders and
associates. In March of 2021, Colfax announced its intention to
separate into two independent and public companies, which is
targeted to be completed near the end of the first quarter of 2022,
to accelerate strategic momentum and unlock additional value
creation potential. Enovis Corporation will focus on specialty
medical technologies and ESAB Corporation will focus on fabrication
technologies. For more information about Colfax and our separation
activities, please visit www.colfaxcorp.com.
CAUTIONARY NOTE CONCERNING FORWARD
LOOKING STATEMENTS
This press release includes forward-looking
statements, including forward-looking statements within the meaning
of the U.S. Private Securities Litigation Reform Act of
1995. Such forward-looking statements include, but are not limited
to, statements concerning Colfax’s plans, objectives, outlook,
expectations and intentions, including the intended separation of
Colfax’s fabrication technology and specialty medical technology
businesses (the “Separation”), and the timing, method and
anticipated benefits of the Separation and other statements that
are not historical or current fact. Forward-looking statements are
based on Colfax’s current expectations and involve risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied in such forward-looking statements.
Factors that could cause Colfax’s results to differ materially from
current expectations include, but are not limited to, risks related
to the impact of the COVID-19 global pandemic, including the rise,
prevalence and severity of variants of the virus, actions by
governments, businesses and individuals in response to the
situation, such as the scope and duration of the outbreak, the
nature and effectiveness of government actions and restrictive
measures implemented in response, material delays and cancellations
of medical procedures, supply chain disruptions, the impact on
creditworthiness and financial viability of customers; risks
relating to the Separation, including the final approval of the
Separation by Colfax’s board of directors, the uncertainty of
obtaining regulatory approvals, and a favorable tax opinion and/or
ruling from the Internal Revenue Service, Colfax’s ability to
satisfactorily complete steps necessary for the Separation and
related transactions to be generally tax-free
for U.S. federal income tax purposes, the ability to
satisfy the necessary conditions to complete the Separation on a
timely basis, or at all, the ability to realize the anticipated
benefits of the Separation, developments related to the impact of
the COVID-19 pandemic on the Separation, and the financial and
operating performance of each company following the Separation;
other impacts on Colfax’s business and ability to execute business
continuity plans; and the other factors detailed in Colfax’s
reports filed with the U.S. Securities and Exchange
Commission (the “SEC”), including its most recent Annual
Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q
under the caption “Risk Factors,” as well as the other risks
discussed in Colfax’s filings with the SEC. In addition, these
statements are based on assumptions that are subject to change.
This press release speaks only as of the date hereof. Colfax
disclaims any duty to update the information herein.
Contact:Mike MacekVice
President, FinanceColfax
Corporation+1-302-252-9129investorrelations@colfaxcorp.com
Colfax (NYSE:CFX)
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