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Manitowoc Announces Filing of Form 10 Registration Statement for Separation of the Company’s Cranes and Foodservice Businesses

September 1, 2015 | By Business Wire News

MANITOWOC, Wis.

The Manitowoc Company, Inc. (NYSE: MTW) (“Manitowoc” or the “Company”) today announced the initial filing of a Form 10 Registration Statement with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Company’s previously announced plan to separate its Cranes and Foodservice businesses. Manitowoc anticipates effecting the separation through a tax-free spin-off of the Foodservice business, which the Company expects to be completed in the first quarter of 2016.

“This filing represents an important milestone in executing our plan to separate the Cranes and Foodservice businesses into two industry-leading, independent, public companies,” said Glen E. Tellock, Chairman and Chief Executive Officer of the Company.“We believe that the separation will allow each company to focus on its unique growth profile, product categories, distribution systems, and strategic priorities. The separation will also enable each company to implement the right organizational structure, operating model, and financial targets. Further, the separated Foodservice company will have enhanced corporate governance provisions and has made a number of shareholder-friendly commitments. We look forward to completing the separation to unlock the full value of each business for shareholders.”

The initial Form 10 Registration Statement filed today with the SEC includes important information about the Foodservice business, such as historical segment sales and profit. The Foodservice business has not yet finalized its post-Distribution capitalization structure. Pro-forma financial information reflecting the Company’s post-Distribution capitalization, among other matters, will be included in a subsequent amendment to the Form 10. A copy of the Form 10 Registration Statement is available at www.sec.gov and http://www.manitowoc.com.

The separation remains subject to the approval of the Manitowoc Board of Directors and the satisfaction of certain other customary conditions, including the effectiveness of the Form 10 Registration Statement. 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.

Goldman, Sachs & Co. is serving as financial advisor and Foley & Lardner LLP and Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisors to the Company.

About The Manitowoc Company, Inc.

Founded in 1902, The Manitowoc Company, Inc. is a multi-industry, capital goods manufacturer with 92 manufacturing, distribution, and service facilities in 25 countries.The company is recognized globally as one of the premier innovators and providers of crawler cranes, tower cranes, and mobile cranes for the heavy construction industry.Manitowoc is also one of the world’s leading innovators and manufacturers of commercial foodservice equipment, which includes 24 market-leading brands of hot- and cold-focused equipment.In addition, both segments are complemented by a slate of industry-leading product support services.In 2014, Manitowoc’s revenues totaled $3.9 billion, with approximately half of these revenues generated outside of the United States.

Forward-looking Statements

This press release includes “forward-looking statements” intended to qualify for the safe harbor from liability under the Private Securities Litigation Reform Act of 1995. Any statements contained in this press release that are not historical facts, including statements about the separation of the Company into two independent publicly-traded companies, the nature and impact of such a separation, including the intended tax-free nature of the separation, and the timing of the separation, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations of the management of the company and are subject to uncertainty and changes in circumstances. Forward-looking statements include, without limitation, statements typically containing words such as “intends,” “expects,” “anticipates,” “targets,” “estimates,” “should” and words of similar import. By their nature, forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results and developments to differ materially include, among others:

  • that the separation may not be completed timely, if at all;
  • delays or other difficulties in completing the separation, including the inability to satisfy the conditions for completing the separation;
  • the ability to achieve the planned separation of the Company into two independent publicly-traded companies as a tax-free spin-off;
  • possible negative effects on the Company’s business operations, assets or financial results as a result of the planned separation of the Company into two independent publicly-traded companies;
  • the capitalization of the two independent companies;
  • the ability to achieve the stated goals of the separation of the Company into two independent publicly-traded companies, including to unlock for shareholders, additional value for each separate business;
  • and other risks and other factors cited in the “Risk Factors” section of Manitowoc’s filings with the United States Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and in the “Risk Factors” section of the Registration Statement on Form 10 filed by Manitowoc Foodservice, Inc. with the United States Securities and Exchange Commission.

Neither Manitowoc nor Manitowoc Foodservice, Inc. undertakes any obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements only speak as of the date on which they are made.

The Manitowoc Company, Inc.
Carl J. Laurino, 920-652-1720
Senior Vice President & Chief Financial Officer

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