UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ITEM 7.01 REGULATION FD DISCLOSURE
On April 7, 2021, Fortive Corporation (the “Company”) issued a press release announcing that it had been notified of an unsolicited “mini-tender” offer by TRC Capital Investment Corporation (“TRC”) for TRC to purchase for cash up to 2,000,000 shares of the Company’s outstanding common stock, and that the Company recommends that shareholders reject the offer. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 7.01 of this Current Report and the press release attached hereto as Exhibit 99.1 are being furnished by the Company and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) | Exhibits. |
Exhibit No. |
Description | |
99.1 | Press Release, dated April 7, 2021 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
5
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.
FORTIVE CORPORATION | ||
By: | /s/ Daniel B. Kim | |
Name: Daniel B. Kim | ||
Title: Vice President - Associate General Counsel and Secretary |
Date: April 7, 2021
Exhibit 99.1
Fortive Recommends Rejection by Shareholders of the Mini-Tender Offer by TRC Capital Investment Corporation
EVERETT, WA, April 7, 2021 Fortive Corporation (Fortive) (NYSE: FTV) has been notified of an unsolicited mini-tender offer by TRC Capital Investment Corporation (TRC) for TRC to purchase for cash up to 2,000,000 shares, or approximately 0.59%, of the outstanding common stock of Fortive, at a price of $68.00 per share. TRCs offer price of $68.00 per share represents a 4.57% discount to the closing price per share of Fortives common stock on March 26, 2021, the last trading day before the commencement of TRCs unsolicited mini-tender offer.
Fortive recommends that shareholders reject TRCs unsolicited offer because, among other reasons, the offer price is below the current market price for shares of Fortive common stock. The offer also is subject to numerous conditions, including TRC obtaining sufficient financing available to consummate the tender offer on terms satisfactory to TRC in its reasonable discretion. Fortive also recommends that any shareholders who have tendered shares to TRC withdraw those shares by providing the written notice described in the offering documentation before the expiration of the offer, which is currently scheduled for 12:01 a.m., New York City Time, on April 28, 2021.
Fortive is not associated with TRC, its mini-tender offer or the mini-tender offer documentation.
TRC has made similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers are designed to seek less than 5 percent of a companys outstanding shares, thereby avoiding many investor protections, including the disclosure and procedural requirements, applicable to larger tender offers under United States securities laws. The U.S. Securities and Exchange Commission (the SEC) has cautioned investors about mini-tender offers, noting that some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price. The SEC has also published investor tips regarding these offers on its website at: http://www.sec.gov/investor/pubs/minitend.htm.
Fortive encourages brokers and dealers, as well as other market participants, to review the SECs letter regarding broker-dealer mini-tender offer dissemination and disclosures on the SECs website at: http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Fortive urges investors to obtain current market quotations for shares of Fortives common stock, consult with their brokers or financial advisors and exercise caution with respect to TRCs offer.
ABOUT FORTIVE
Fortive is a provider of essential technologies for connected workflow solutions across a range of attractive end-markets. Fortives strategic segmentsIntelligent Operating Solutions, Precision Technologies, and Advanced Healthcare Solutionsinclude well-known brands with leading positions in their markets. The companys businesses design, develop, service, manufacture, and market professional and engineered products, software, and services, building upon leading brand names, innovative technologies, and significant market positions. Fortive is headquartered in Everett, Washington and employs a team of more than 17,000 research and development, manufacturing, sales, distribution, service and administrative employees in more than 50 countries around the world. With a culture rooted in continuous improvement, the core of our companys operating model is the Fortive Business System. For more information please visit: www.fortive.com.
CONTACT
Griffin Whitney
Vice President Investor Relations
Fortive Corporation
6920 Seaway Boulevard
Everett, WA 98203
Telephone: (425) 446-5000
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