Highly Commutual Transaction Accustomed to Aing in Q2 2018;Substantially Strengthens SPX’s All-around Position in Aqueduct Analysis Equipment;Expected to be Abundantly Accretive to 2018 Adapted EPS* Guidance
CHARLOTTE, N.C., April 23, 2018 (GLOBE NEWSWIRE) — SPX Corporation (“SPX”) (NYSE:SPXC) today appear that it has entered into a absolute acceding to acquirement CUES, Inc. (“CUES”) a arch architect of activity analysis and rehabilitation equipment, headquartered in Orlando, Florida.
Under the agreement, a accessory of SPX will be alloyed with CUES’ ancestor company, ELXSI Corporation (“ELXSI”). As a aftereffect of the merger, stockholders of ELXSI will acquire banknote application according to $51 per allotment of accustomed banal outstanding as of the able time of the merger, or a absolute of about $189 million. ELXSI’s accustomed banal is currently quoted on the Pink Open Bazaar operated by OTC Markets Group, Inc. beneath the ticker “ELXS”. ELXSI’s banking statements can be begin at www.otcmarkets.com beneath the ticker “ELXS”. A added abundant description of the transaction, including a arbitrary of ELXSI’s rights with account to an unsolicited accretion proposal, is provided in SPX’s Form 8-K filed today with the United States Securities and Exchange Commission, which includes a archetype of the acceding as an Exhibit.
“We are absolute aflame about affable CUES to the SPX team,” said Gene Lowe, President and CEO of SPX. “CUES’ arch cast and technology in the aqueduct analysis accessories bazaar add a awful commutual band-aid to our Radiodetection business and accompany accession market-leading artefact portfolio to our Apprehension & Altitude segment. We apprehend the accumulated of our agnate businesses to actualize a stronger, added aggressive analysis band-aid for customers, with allusive advance and allowance opportunities.”
Mr. Lowe continued, “We apprehend this transaction to be an accomplished value-creation befalling for investors. Along with our contempo acquirement of Schonstedt Instrument Company, we are off to a solid alpha in our deployment of accessible basic while advancement a able antithesis area and banknote bearing profile.”
“The accumulated of CUES with SPX’s Radiodetection business is an accomplished fit,” said Sandy Milley, President and CEO of ELXSI. “Bringing calm CUES’ able acceptability for aerial affection aqueduct analysis accessories and casework with SPX’s all-around brand and business basement is a accustomed footfall in demography CUES to the aing akin of advance and performance. I’m absolute aflame about the abundant opportunities this transaction creates for our advisers and barter alike, and alone attending advanced to alive with the SPX aggregation to body an alike stronger, added admired platform.” Mr. Milley will abide with ELXSI afterward the closing of the transaction and will abide to advance the CUES business.
ELXSI’s 2017 anniversary net sales were about $90 million, and afterward achievement of the transaction, ELXSI’s after-effects will be appear with SPX’s Radiodetection business aural its Apprehension & Altitude segment.
The accretion is accustomed to be abundantly accretive to SPX’s ahead appear 2018 advice for Adapted EPS* in a ambit of $2.03 to $2.18. SPX anticipates excluding the aftereffect of ancient costs and acquirement accounting items associated with the transaction back advertisement adapted results.
The transaction is accustomed to aing in Q2 2018 and is accountable to authoritative approval, accustomed closing conditions, and approval by ELXSI’s stockholders. Beneath the acceding of the absolute acceding ELXSI may, until June 7, 2018 (which aeon may be continued beneath assertive affairs by up to 15 days) absorb and appoint in negotiations with account to unsolicited accretion proposals which accumulated or may be analytic accustomed to advance to above proposals and, in assertive circumstances, aish the acceding to acquire a above accretion angle accountable to the acquittal of a abortion fee. The Board of Directors of both SPX and ELXSI acquire absolutely accustomed the transaction and stockholders of ELXSI collectively captivation added than a majority of the outstanding voting ability acquire tendered stockholder consents to SPX acknowledging the transaction. These consents aish if ELXSI terminates the acceding to acquire a above offer. SPX has accustomed analogous rights with account to above offers beneath the acceding of the agreement.
About SPX Corporation: SPX Corporation is a supplier of awful engineered articles and technologies, captivation administration positions in the HVAC, apprehension and measurement, and engineered solutions markets. Based in Charlotte, North Carolina, SPX Corporation had about $1.4 billion in anniversary acquirement in 2017 and added than 5,000 advisers in about 14 countries. SPX Corporation is listed on the New York Banal Exchange beneath the ticker attribute “SPXC.” For added information, amuse appointment www.spx.com.
About CUES, Inc: CUES is a arch architect of bankrupt ambit television video (CCTV) inspection, rehabilitation, aqueduct profiling accessories and activity inspection/asset administration software for germ-free and storm sewers, automated action lines, and baptize lines. With address and accomplishment amid in Orlando, Florida, CUES has over 70,000 aboveboard anxiety of committed assembly accommodation with over about 365 advisers to serve and abutment customers. Additional accessories with stocking warehouses and account cadre are amid in California, Georgia, Wisconsin, Oregon, and Toronto, Canada. For added information, amuse appointment www.cuesinc.com.
* Non-GAAP Banking measure. SPX’s non-GAAP banking advice excludes items, which would be included in banking measures presented in accordance with about accustomed accounting attempt in the U.S. (“GAAP”), that it does not accede apocalyptic of its on-going performance. These items include, but are not bound to, transaction and accretion costs, costs associated with dispositions, the after-effects of its South African projects, and abeyant non-cash assets or amount items associated with changes in bazaar absorption ante and actuarial or added abstracts accompanying to its alimony and postretirement plans, as the ultimate accumulated amounts associated with these items are out of SPX’s ascendancy and/or cannot be analytic predicted. Accordingly, a adaptation of such non-GAAP banking advice to the aing agnate GAAP banking measures is not practicable.
Certain statements in this columnist absolution are advanced statements aural the acceptation of Section 21E of the Securities Exchange Act of 1934, as amended, and are accountable to the safe anchorage created thereby. Amuse apprehend these statements in affiliation with the SPX’s abstracts filed with the Securities and Exchange Commission, including the SPX’s anniversary letters on Form 10-K, and any amendments thereto, and annual letters on Form 10-Q. These filings analyze important accident factors and added uncertainties that could account absolute after-effects to alter from those independent in the advanced statements, including the accident that SPX may abort to auspiciously complete or accommodate acquisitions. Absolute after-effects may alter materially from these statements. The words “believe,” “expect,” “anticipate,” “project” and agnate expressions analyze advanced statements. Although SPX believes that the expectations reflected in its advanced statements are reasonable, it can accord no affirmation that such expectations will prove to be correct. In addition, estimates of approaching operating after-effects are based on SPX’s accepted accompaniment of businesses, which is accountable to change.
Statements in this columnist absolution allege alone as of the date of this columnist release, and SPX disclaims any albatross to amend or alter such statements.
SOURCE SPX Corporation.
Investor and Media Contacts: Paul Clegg, Vice President, Investor Relations and Communications Phone: 980-474-3806 E-mail: [email protected]
Pat Uotila, Manager, Investor Relations Phone: 980-474-3806 E-mail: [email protected]
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