CHARLOTTE, N.C., March 3, 2022 /PRNewswire/ -- SPX FLOW, Inc.
(NYSE: FLOW) (the "Company"), a leading provider of process
solutions for the nutrition, health and industrial markets,
announced today that its stockholders approved the proposed merger
of the Company and Redwood Star Merger Sub, Inc. ("Merger Sub"), a
Delaware corporation and a wholly
owned subsidiary of LSF11 Redwood Acquisitions, LLC ("Parent"), a
Delaware limited liability company
and an affiliate of Lone Star Funds ("Lone
Star"), a leading private equity firm, pursuant to the
Agreement and Plan of Merger, dated as of December 12, 2021 (the "Merger Agreement"), by
and among the Company, Merger Sub and Parent (the "Merger").
Subject to the satisfaction or waiver of the remaining
conditions to closing, the Merger is expected to close in the
second quarter of 2022.
"We thank our stockholders for their strong support of this
transaction with Lone Star, which
will provide compelling, immediate and certain stockholder value
and position SPX FLOW to continue delivering reliable outcomes for
our customers," said Marc Michael,
SPX FLOW President and Chief Executive Officer. "With this
significant milestone behind us, we look forward to completing the
transaction with Lone Star."
About SPX FLOW, Inc.
Based in Charlotte, N.C., SPX
FLOW, Inc. (NYSE: FLOW) improves the world through innovative and
sustainable solutions. The Company's product offering is
concentrated in process technologies that perform mixing, blending,
fluid handling, separation, thermal heat transfer and other
activities that are integral to processes performed across a wide
variety of nutrition, health and industrial markets. SPX FLOW had
approximately $1.5 billion in 2021
annual revenues and has operations in more than 30 countries and
sales in more than 140 countries. To learn more about SPX FLOW,
please visit www.spxflow.com.
About Lone Star
Lone Star, founded by
John Grayken, is a leading private
equity firm advising funds that invest globally in real estate,
equity, credit and other financial assets. Since the establishment
of its first fund in 1995, Lone Star
has organized 22 private equity funds with aggregate capital
commitments totaling approximately $85
billion. The firm organizes its funds in three series: the
Commercial Real Estate Fund series; the Opportunity Fund series;
and the U.S. Residential Mortgage Fund series. Lone Star invests on behalf of its limited
partners, which include institutional investors such as pension
funds and sovereign wealth funds, as well as foundations and
endowments that support medical research, higher education, and
other philanthropic causes. For more information regarding Lone
Star Funds, go to www.lonestarfunds.com.
Forward-Looking Statements
All statements made in this release, other than statements of
historical fact, are or may be deemed to be forward-looking
statements. These statements are forward-looking statements under
the federal securities laws. We can give no assurance that any
future results discussed in these statements will be achieved.
These statements are based on current plans and expectations of SPX
FLOW and involve risks, uncertainties and other factors that may
cause our actual results, performance or achievements to be
different from any future results, performance or achievements
expressed or implied by these statements. Actual results could
differ materially from those contained in any forward-looking
statement as a result of various factors, including, without
limitation: (1) conditions to the closing of the Merger may not be
satisfied and required regulatory approvals may not be obtained;
(2) the Merger may involve unexpected costs, liabilities or delays;
(3) the business of SPX FLOW may suffer as a result of uncertainty
surrounding the Merger; (4) the outcome of any legal proceedings
related to the transaction; (5) SPX FLOW may be adversely affected
by other economic, business, legislative, regulatory and/or
competitive factors; (6) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
Merger Agreement; (7) risks that the Merger disrupts current plans
and operations and the potential difficulties in employee retention
as a result of the Merger; (8) the failure to obtain the necessary
debt financing arrangements set forth in the commitment letter
received in connection with the Merger; and (9) other risks to
consummation of the Merger, including the risk that the Merger will
not be consummated within the expected time period or at all. If
the Merger is consummated, SPX FLOW's stockholders will cease to
have any equity interest in SPX FLOW and will have no right to
participate in its earnings and future growth. Additional factors
that may affect the future results of SPX FLOW are set forth in its
filings with the SEC, including its Annual Report on Form 10-K for
the year ended December 31, 2021,
which are available on the SEC's website at www.sec.gov. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date thereof.
SPX FLOW Contacts
Investor Contact:
Scott
Gaffner
VP, Investor Relations and Strategic Insights
704-752-4485
Investor@spxflow.com
Media Contact:
Melissa
Buscher
Chief Communications & Marketing Officer
704-449-9187
Melissa.buscher@spxflow.com
Lone Star Contact:
Christina
Pretto
Managing Director, Communications and Public Affairs
212-849-9662
mediarelations@lonestarfunds.com
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SOURCE SPX FLOW, Inc.