Enovis (formerly Colfax) Completes Spin-off of ESAB Corporation
April 05 2022 - 6:00AM
Enovis Corporation (“Enovis” or the “Company”) (NYSE: ENOV), an
innovation-driven medical technology growth company formerly known
as Colfax Corporation, announced today the completion of its
previously announced separation (the “Separation”) of its
fabrication technology business into an independent, publicly
traded company, ESAB Corporation (“ESAB”) (NYSE: ESAB). Immediately
following the Separation, Enovis effected its previously announced
reverse stock split of all issued and outstanding shares of Enovis
common stock at a one-for-three ratio.
Enovis and ESAB common stock will each begin
regular-way trading today, April 5, 2022, on the New York Stock
Exchange under the ticker symbols “ENOV” and “ESAB”,
respectively.
“With the successful completion of the
Separation, both ESAB and Enovis are well-positioned to create
significant value for their associates, customers, shareholders and
communities around the world,” said Matt Trerotola, Chief Executive
Officer of Enovis. “We are thrilled about each company’s
bright future that is fueled by strong global teams, powerful
innovation engines and a commitment to continuous improvement.”
In connection with the Separation, on April 4,
2022, Enovis shareholders received one share of ESAB common stock
for every three shares of Enovis common stock held at the close of
business on March 22, 2022. Fractional shares will be aggregated
and sold into the public market and the proceeds distributed pro
rata to Enovis shareholders who otherwise would have received such
fractional shares. The shares will be credited to “street name”
shareholders through the Depository Trust Corporation.
Approximately 54 million shares, or 90%, of
ESAB’s common stock were distributed to Enovis shareholders, and
approximately 6 million shares, or 10%, of ESAB’s common stock,
were retained by Enovis, which intends to divest such shares within
12 months after the Separation in a tax-efficient exchange for its
outstanding debt.
ABOUT
ENOVIS™
Enovis Corporation (NYSE: ENOV) is an
innovation-driven medical technology growth company dedicated to
developing clinically differentiated solutions that generate
measurably better patient outcomes and transform workflows. Powered
by a culture of continuous improvement, global talent and
innovation, the Company’s extensive range of products, services and
integrated technologies fuel active lifestyles in orthopedics and
beyond. For more information about Enovis, please visit
www.enovis.com.
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 Enovis’ plans, objectives, outlook,
expectations and intentions, including the anticipated benefits of
the separation of Enovis’ fabrication technology and specialty
medical technology businesses (the “Separation”) and other
statements that are not historical or current fact. Forward-looking
statements are based on Enovis’ 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 Enovis’ 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; the war in Ukraine
and escalating geopolitical tensions as a result of Russia’s
invasion of Ukraine; macroeconomic conditions; material delays and
cancellations of medical procedures; supply chain disruptions; the
impact on creditworthiness and financial viability of customers;
Enovis’ 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 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 Enovis’ business and ability to
execute business continuity plans; and the other factors detailed
in Enovis’ 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
Enovis’ 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. Enovis disclaims any duty to
update the information herein.
***
Derek LeckowVice President, Investor
RelationsEnovis
Corporation+1-302-252-9129investorrelations@enovis.com
Source: Enovis Corporation
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