Filters
Go back

The Manitowoc Company Announces Intent to Separate Into Two Independent Publicly-Traded Companies

Separation Expected to Generate Value for Shareholders by Creating Two Strong, Industry-Leading Companies

Advertisement

The Manitowoc Company, Inc.  (“Manitowoc” or the “Company”) today announced that its Board of Directors has approved a plan to pursue a separation of the Company's Cranes and Foodservice businesses into two independent, publicly-traded companies. The Company currently anticipates effecting the separation through a tax-free spin-off of the Foodservice business and expects the spin-off to be completed in the first quarter of 2016, creating two separate, industry-leading companies with distinct enterprise strategies.

“Manitowoc’s management team and our Board of Directors regularly evaluate and explore opportunities to optimize the Company’s performance and create value for shareholders,” commented Glen E. Tellock, chairman and chief executive officer of the Company. “Manitowoc has taken and continues to take actions to enhance returns, including margin expansion initiatives, re-investment in our businesses, and utilization of our free cash flow to de-lever our balance sheet. We believe the separation of Cranes and Foodservice will position these businesses to take advantage of anticipated long-term improvement in demand and other opportunities in their respective markets.”

Tellock continued, “Over the past several years, we have transformed Manitowoc and worked to build two strong business platforms within one enterprise, and each business enjoys global leadership and is positioned for sustainable growth and value creation. After a comprehensive evaluation, including a thorough review of the current and projected operating environments for the two segments, we have determined that the Cranes and Foodservice businesses are best-suited to realize their full potential on a standalone basis.”

Two Industry-Leading, Independent Public Companies with Distinct Strengths

The Cranes business, which reported annual revenue of $2.3 billion in the twelve-month period ended December 31, 2014, is one of the world’s largest providers of lifting equipment for the global construction industry, including lattice-boom cranes, tower cranes, mobile telescopic cranes, and boom trucks. The business holds leading market positions and highly recognized brands, including Manitowoc, Grove, National Crane, Potain, Shuttlelift and Crane Care brand names. The business operates 37 facilities in 18 countries and generates nearly 60% of its revenue from non-U.S. markets. Through its extensive global footprint, strategic focus on product innovation, and strong after-market support, the Cranes business is well-positioned to take advantage of expected improving demand in the residential and non-residential construction markets to generate long-term growth in revenue and net income.

The Foodservice business, which reported annual revenue of $1.6 billion in the twelve-month period endedDecember 31, 2014, is one of the world’s leading innovators and manufacturers of commercial foodservice equipment serving the ice, beverage, refrigeration, food prep, and cooking needs of restaurants, convenience stores, hotels, hospitals, and other institutions. The business has a worldwide network of 120 distributors serving dozens of well-recognized restaurant chains. The business promotes more than 24 industry-leading brands, includingManitowoc, Garland, Convotherm, Cleveland, Lincoln, Merrychef, Frymaster, Delfield, Kolpak, Kysor Panel, Servend, Multiplex, KitchenCare, Inducs, Koolaire and Manitowoc Beverage System, and has a global presence that spans five continents and more than 80 countries. Through its broad range of innovative products, expansion of its global network, and launch of sustainability initiatives, the Foodservice business is expected to enhance profitability and generate strong cash flow.

Benefits

The Company determined to pursue the separation of the two businesses in order to:

  • Position each business to pursue individual strategies as market conditions improve;

  • Enable each business to attract a long-term investor base appropriate for the particular operational and financial characteristics of each entity;

  • Enable investors to value each company separately; and

  • Enhance the flexibility of each business to pursue distinct capital structures and capital allocation strategies to meet the individual needs of each business.

Manitowoc expects to continue to execute its stated strategy and capital allocation plans as management works through the execution of the separation, resulting in further deleveraging from now until completion of the transaction. As a result, Manitowoc expects each independent company to have a capital structure and credit rating consistent with that of Manitowoc today.

Transaction Information

Additional information on structure, management, governance, and other significant matters will be provided at a later date. The proposed separation is subject to customary conditions, including receipt of legal opinions concerning the tax-free nature of the transaction, effectiveness of appropriate filings with the Securities and Exchange Commission, and final approval by the Company's Board of Directors.

The Company notes that there can be no assurance that a separation will ultimately occur or, if one does occur, as to its terms or timing. Any transaction of this type is dependent on numerous factors that include the macroeconomic environment, credit markets, and equity markets.

Governance Enhancements

Manitowoc also announced today that the Board has approved amendments to the Company’s by-laws to eliminate its classified board structure on a phased-in basis commencing with the elections occurring at the Company’s 2015 Annual Meeting of Shareholders. It is also expected that the spun-off business will have an annually elected Board of Directors upon completion of the separation and an overall corporate governance structure that is in line with best practices.

Currently, the Manitowoc Board is divided into three classes, with each director class serving a staggered term of three years. Under the terms of the declassification, all current directors would serve the remainder of their terms and thereafter become subject to election each year by shareholders. The change would go into effect beginning with those directors whose terms expire at the 2015 Annual Meeting. As of the 2017 Annual Meeting, all Board members will be subject to annual election.

“The Board regularly reviews its corporate governance practices to ensure it is operating efficiently, effectively, and in the best interests of shareholders,” said Tellock. “We believe that strong governance practices help support value creation and that now is the appropriate time to enhance our governance and ensure that our investors have a regular opportunity to express their confidence in the performance of the Board and management. The Board believes that this action is in the best interest of the Company and its shareholders.”

Source: THE MANITOWOC COMPANY, INC.