Form 10 Registration Statement Filed in Connection With Emerson’s Planned Spinoff of Network Power
Emerson (NYSE: EMR) today announced the filing of an initial Form 10 Registration Statement with the U.S. Securities and Exchange Commission (SEC) in connection with the Company’s previously announced plan to spin off its Network Power business, which will be named Vertiv. The filing, which outlines Emerson’s intent to spin off 100 percent of the outstanding common stock of Vertiv through a tax-free distribution to shareholders, is an important step in a process expected to be substantially complete by September 30, 2016.
“Today marks another step forward in a process we began in early 2015 focused on strengthening Emerson and preparing the Company to capitalize on future growth opportunities,” said Chairman and Chief Executive Officer David N. Farr. “The spinoff of Vertiv will sharpen Emerson’s focus on high-growth markets and establish Vertiv as an industry-leading public company under Scott Barbour’s strong leadership.”
Scott Barbour, who has been Executive Vice President of Emerson and Business Leader for Emerson Network Power said, “Our years as part of Emerson have given us a tremendous foundation from which to launch and grow Vertiv as an independent company. Our team is looking forward to the opportunity to concentrate on our core competencies, expand our global customer base, strengthen our industry leading positions, and create value for our future shareholders.”
Vertiv is a global leader in designing, manufacturing and servicing mission-critical infrastructure technologies for vital applications in data centers, communication networks and commercial/industrial environments. The company offers a broad range of products in both power and thermal management and provides lifecycle management services and solutions for deploying, maintaining and optimizing these products. In addition, Vertiv provides infrastructure management, monitoring, controls and software solutions for its customers’ critical applications.
The Form 10 filing provides information related to Vertiv’s business, as well as financial statements for fiscal years ended September 30, 2013, 2014 and 2015. Vertiv will continue to operate as a segment of Emerson until the separation is complete.
Subsequent amendments to the Form 10 are expected to be filed in conjunction with the SEC review and as financing and other decisions are made. The declaration of effectiveness by the SEC is not expected until closer to the date of separation. A copy of the Form 10 can be found in the Investor section of Emerson’s website at www.emerson.com/investors and on the SEC’s website at www.sec.gov .
The separation is expected to be substantially complete by September 30, 2016, and is subject to certain conditions, including final approval by the Emerson Board of Directors, receipt of a favorable opinion with respect to the tax- free nature of the transaction, and the effectiveness of the Form 10 registration statement filed with the SEC.
Emerson (NYSE: EMR), based in St. Louis, Missouri (USA), is a global leader in bringing technology and engineering together to provide innovative solutions for customers in industrial, commercial, and consumer markets around the world. The company is comprised of five business segments: Process Management, Industrial Automation, Network Power, Climate Technologies, and Commercial & Residential Solutions. Sales in fiscal 2015 were $22.3 billion. For more information, visit Emerson.com .
Forward-Looking and Cautionary Statements
Statements in this press release that are not strictly historical may be “forward-looking” statements, which involve risks and uncertainties, and Emerson undertakes no obligation to update any such statements to reflect later developments. These risks and uncertainties include Emerson’s ability to successfully complete on the terms and conditions contemplated, and the financial impact of, its strategic portfolio repositioning actions, as well as economic and currency conditions, market demand, pricing, protection of intellectual property, and competitive and technological factors, among others, as set forth in Emerson’s most recent Annual Report on Form 10-K and subsequent reports filed with the SEC.
Mark Polzin, 314-982-1758
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