SPX FLOW Announces Exploration Of Strategic Alternatives

Rhea-AI Summary

SPX FLOW, Inc. (NYSE: FLOW) announced on July 26, 2021, that its Board of Directors is exploring strategic alternatives including a potential sale or merger, following a rejected unsolicited acquisition offer from Ingersoll Rand (NYSE: IR) for $85.00 per share. The Board believes the offers undervalue the company, which reported $1.4 billion in revenue in 2020. With guidance from Morgan Stanley and Winston & Strawn, SPX FLOW aims to engage with interested parties to maximize shareholder value. No further comments will be made until the review is concluded.

Positive

• The Board's decision to explore strategic alternatives indicates a proactive approach to enhance shareholder value.
• The rejection of acquisition offers suggests confidence in the company's growth potential and profit margins.

Negative

• The unsolicited acquisition offers indicate potential undervaluation of the company in the market.
• There is uncertainty regarding the outcome or timing of the strategic review process.

CHARLOTTE, N.C., July 26, 2021 /PRNewswire/ -- SPX FLOW, Inc. (NYSE: FLOW), a leading provider of process solutions, today announced that its Board of Directors has authorized a review of strategic alternatives, including a possible sale or merger of the Company and the continued execution of the Company's standalone strategy. Previously, the Company announced that its Board of Directors had received and rejected an unsolicited, conditional, non-binding proposal from Ingersoll Rand Inc. (NYSE: IR) to acquire all outstanding shares of SPX FLOW common stock for $85.00 per share. This followed a similar unsolicited proposal from Ingersoll Rand for $81.50 per share.

After careful review with its legal and financial advisors, and with the recommendation of a committee of independent directors formed to evaluate the potential transaction, the Board concluded that the proposals did not adequately value the Company in light of the Board's confidence in the potential for increased profit margins and growth associated with the Company's successful execution of its strategic plan.

As a result of additional inquiries received from interested parties, the Board believes it is appropriate to initiate its review of a broad range of strategic alternatives with the goal of delivering the most value to our shareholders. With the assistance of outside advisors, the Company expects to engage with multiple parties and, subject to customary confidentiality and other protections, share additional information relating to the Company and its growth plans.

No assurances can be given regarding the outcome or timing of the review process. SPX FLOW does not intend to make any further public comment regarding the review until it has been completed or the Company determines that disclosure is required or appropriate.

Morgan Stanley & Co. LLC is serving as SPX FLOW's financial advisor and Winston & Strawn LLP is acting as its legal advisor.

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 markets for nutrition, health and precision solutions. SPX FLOW had approximately $1.4 billion in 2020 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.

Certain statements contained in this announcement that are not historical facts, including any statements as to future market conditions, results of operations and financial projections, are forward-looking statements and are thus prospective. These forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future expressed or implied results.

Although SPX FLOW believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Estimates of future operating results are based on the company's continuing operations, which are subject to change.

Particular risks facing SPX FLOW include risks relating to economic, business and other risks stemming from changes in the economy, the impact of the COVID-19 pandemic, our international operations, legal and regulatory risks, cost of raw materials, and pricing pressures.  More information regarding such risks can be found in SPX FLOW's SEC filings.

Statements in this presentation are only as of the time made, and SPX FLOW does not intend to update any statements made in this presentation except as required by regulatory authorities.

Investor Contact:
Scott Gaffner
VP, Investor Relations and Strategic Insights
704-752-4485
investor@spxflow.com

Media Contact:
Melissa Buscher
Chief Communications and Marketing Officer
704-449-9187
Melissa.buscher@spxflow.com  

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SOURCE SPX FLOW, Inc.

FAQ

What did SPX FLOW announce on July 26, 2021?

SPX FLOW announced it is exploring strategic alternatives, including a possible sale or merger.

What was the acquisition offer rejected by SPX FLOW?

SPX FLOW rejected an unsolicited offer from Ingersoll Rand to acquire shares for $85.00 each.

Who is advising SPX FLOW on its strategic review?

Morgan Stanley is the financial advisor, while Winston & Strawn is the legal advisor.

What were SPX FLOW's annual revenues in 2020?

SPX FLOW reported approximately $1.4 billion in annual revenues for 2020.

What is the company's stance on the acquisition proposals from Ingersoll Rand?

The Board concluded that the proposals did not adequately value the company.