Colfax Announced Expected Completion Date of April 4, 2022 for Spin-Off of ESAB Corporation

Author: Charles Gross | March 14, 2022 04:36pm
Colfax Corporation ("Colfax") (NYSE:CFX) today announced that its Board of Directors has declared (a) a pro rata distribution of 90% of the outstanding common stock of ESAB Corporation ("ESAB") to Colfax shareholders of record as of the close of business on March 22, 2022 (the "Record Date"), and (b) that the previously announced reverse stock split of all issued and outstanding shares of Colfax Common Stock will be effected at a one-for-three ratio (the "Reverse Stock Split") following the distribution of the ESAB shares. The distribution is expected to be payable after the market close on April 4, 2022 ("Distribution Date"). As a result of the distribution, Colfax shareholders will receive one share of ESAB common stock for every three shares of Colfax common stock they hold on the Record Date (pre-Reverse Stock Split ratio). Immediately following the distribution, Colfax will retain 10% of the outstanding shares of ESAB common stock, which Colfax intends to divest within 12 months after the separation in a tax-efficient exchange for its outstanding debt. Fractional shares of ESAB common stock will not be distributed to Colfax shareholders. Instead, the fractional shares of ESAB common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the Colfax shareholders who otherwise would have received fractional shares of ESAB common stock. No action is required by Colfax shareholders to receive the distributed shares of ESAB common stock. Colfax shareholders who hold Colfax common stock on the Record Date will either receive a book-entry account statement reflecting their ownership of ESAB common stock, or their brokerage account will be credited with ESAB shares. The shares are expected to be credited to "street name" shareholders through the Depository Trust Corporation (DTC) on the Distribution Date. An Information Statement containing details regarding the distribution of ESAB common stock and ESAB's business and management following the consummation of the distribution will be mailed to Colfax shareholders prior to the Distribution Date. The distribution of ESAB common stock remains subject to the satisfaction or waiver of customary conditions, including the Securities and Exchange Commission ("SEC") having declared effective ESAB's Registration Statement on Form 10, as amended, which ESAB has filed with the SEC and is available at the SEC's website at http://www.sec.gov, as described in the Information Statement. Colfax also announced that it expects "when-issued" trading of ESAB common stock to begin on March 21, 2022, on the New York Stock Exchange ("NYSE"), under the symbol "ESAB WI." "Regular-way" trading of ESAB common stock is expected to begin on the NYSE on April 5, 2022, under the symbol "ESAB." The "when-issued" trading market is a market for ESAB common stock that will be distributed to holders of Colfax common stock after the market close on April 4, 2022. Shareholders who own Colfax common stock at the close of business on the Record Date will be entitled to ESAB common stock distributed pursuant to the distribution and may trade this entitlement to shares of ESAB common stock, without Colfax common stock they own, on the "when-issued" market. Upon completion of the distribution, Colfax will effect the Reverse Stock Split and change its name to Enovis Corporation ("Enovis"). Following the distribution, Enovis will trade on the NYSE under the symbol "ENOV." Shares of Colfax common stock will continue to trade "regular way" on the NYSE under the symbol "CFX" through the Distribution Date. Colfax expects that beginning March 21, 2022 there will be two markets in Colfax common stock on the NYSE: "regular-way" under the symbol "CFX" and "ex-distribution" under the symbol "ENOV WI." Prior to the Distribution Date, shares of Colfax common stock that trade in the "regular-way" market will trade with the right to receive shares of ESAB common stock on the Distribution Date. Shares of Colfax common stock that trade in the "ex-distribution" market will trade without the right to receive shares of ESAB common stock on the Distribution Date and will reflect the Reverse Stock Split and the name change to Enovis. Holders of Colfax common stock are encouraged to consult with their financial advisors regarding the specific implications of selling Colfax common stock on or before the Distribution Date. For U.S. federal income tax purposes, Colfax U.S. shareholders (other than those subject to special rules) generally should not recognize gain or loss as a result of the distribution, except with respect to cash received in lieu of fractional shares of ESAB common stock. Colfax shareholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the distribution.

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