UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 3, 2013
Colfax Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-34045 | 54-1887631 | ||
(State or other jurisdiction Of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
8170 Maple Lawn Boulevard, Suite 180 Fulton, MD | 20759 | |||
(Address of principal executive offices) | (Zip Code) | |||
(301) 323-9000
(Registrant’s telephone number, including area code.)
(Former name and former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
Attached hereto as Exhibit 99.1 is a press release of Colfax Corporation ("Colfax") issued on September 3, 2013, announcing Colfax's binding offer to acquire the Global Infrastructure and Industry (“GII”) business of Fläkt Woods Group, subject to certain conditions. The transaction would value GII at €193 million, including the assumption of debt.
Item 9.01. | Financial Statements and Exhibits. |
The following is furnished as an exhibit to this Current Report on Form 8-K:
Exhibit Number | Description | ||
99.1 | Colfax Corporation press release dated September 3, 2013. | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 4, 2013 | COLFAX CORPORATION | |||||
By: | /s/ C. Scott Brannan | |||||
Name: | C. Scott Brannan | |||||
Title: | Senior Vice President, Finance and Chief Financial Officer | |||||
Exhibit Index
Exhibit Number | Description | ||
99.1 | Colfax Corporation press release dated September 3, 2013. | ||
Colfax Announces Binding Offer to Acquire Fläkt Woods Group's Global Infrastructure and Industry Business
Fulton, MD (September 3, 2013) -- Colfax Corporation ("Colfax") (NYSE: CFX), a leading global manufacturer of gas- and fluid-handling and fabrication technology products today announced that it has made a binding offer to acquire the Global Infrastructure and Industry (“GII”) business of Fläkt Woods Group, subject to certain conditions. The transaction would value GII at €193 million, including the assumption of debt.
With approximate revenues of $225 million and EBITDA of $27 million over the last twelve months, GII has operations around the world and is a pre-eminent supplier of industrial fans and related products. The acquisition would complement the geographic and end-market footprint of Colfax's Howden business, as well as extend Howden's product portfolio into new segments and applications.
In making the announcement, Steve Simms, President and Chief Executive Officer of Colfax, stated, “GII is exactly the type of acquisition we look for. It's a great strategic fit, extending Howden's reach into some key long-term markets, and expanding our product bundle into new segments and technologies. In addition, it offers numerous opportunities for synergies. We look forward to welcoming GII's nearly 1,000 associates to the Colfax family.
Mr. Simms continued, “With a robust acquisition pipeline and capital remaining from the May 2013 offering, we expect to continue executing our stated bolt-on acquisition strategy over the coming months.”
Canaccord Genuity Limited provided financial advice for the proposed transaction.
ABOUT COLFAX CORPORATION - Colfax Corporation is a diversified global manufacturing and engineering company that provides gas- and fluid-handling and fabrication technology products and services to commercial and governmental customers around the world under the Howden, Colfax Fluid Handling and ESAB brands. Colfax believes that its brands are among the most highly recognized in each of the markets that it serves. Colfax is traded on the NYSE under the ticker "CFX." Additional information about Colfax is available at www.colfaxcorp.com.
CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS:
This press release may contain 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 Colfax's plans, objectives, expectations and intentions and other statements that are not historical or current fact. Forward-looking statements are based on Colfax's 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 Colfax's results to differ materially from current expectations include, but are not limited to factors detailed in Colfax's reports filed with the U.S. Securities and Exchange Commission including its 2012 Annual Report on Form 10-K under the caption "Risk Factors." In addition, these statements are
based on a number of assumptions that are subject to change. This press release speaks only as of this date. Colfax disclaims any duty to update the information herein.
The term "Colfax" in reference to the activities described in this press release may mean one or more of Colfax's global operating subsidiaries and/or their internal business divisions and does not necessarily indicate activities engaged in by Colfax Corporation.
Investor Contact:
Farand Pawlak
Colfax Corporation
Director, Investor Relations
(301) 323-9054
farand.pawlak@colfaxcorp.com