Rales Brothers Purchased $50 Million of the Offering
Over-allotment Option Exercised in Full
ANNAPOLIS JUNCTION, MD, Jan. 14, 2019 (GLOBE NEWSWIRE) — Colfax Corporation (NYSE: CFX) (“Colfax”), a leading diversified technology company, today announced that it has completed its previously announced public offering of 4 million of its 5.75% tangible equity units at $100 per unit (equal to the stated amount per unit). In connection with the offering, the Company granted the underwriters a 13-day option to purchase up to an additional 600,000 Units, solely to cover over-allotments. On January 9, 2019, the option was exercised in full and settlement occurred on January 11, 2019. The tangible equity unit offering was made by means of a prospectus supplement under Colfax’s effective shelf registration statement. Colfax’s common stock is listed on the New York Stock Exchange under the symbol “CFX,” and the tangible equity units will be listed on the New York Stock Exchange under the symbol “CFXA” and are expected to begin trading on January 16, 2019.
One or more entities affiliated with Mitchell Rales, the Chairman of our Board, or Steven Rales, one of our current stockholders, purchased 500,000 Units (representing an aggregate stated amount of $50 million) in this offering at the public offering price for investment purposes.
“We are pleased with the high levels of interest in the offering and the terms we secured,” said Christopher M. Hix, Senior Vice President and Chief Financial Officer. “We completed our bank group financing in December and now this key second portion of the financing. The acquisition is expected to close this quarter, and we are working toward a rapid and smooth integration following the close.”
Colfax intends to use the net proceeds from the offering to finance a portion of the purchase price for the previously announced acquisition of DJO Global Inc. and to pay related fees and expenses. If for any reason the merger is not consummated, then Colfax intends to use the net proceeds from the offering, after payment of any cash redemption amount and repurchase price, for general corporate purposes.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT COLFAX CORPORATION – Colfax Corporation is a leading diversified technology company that provides fabrication technology and air and gas handling products and services to customers around the world principally under the ESAB and Howden brands. Colfax believes that its brands are among the most highly recognized in each of the markets that it serves. The Company uses its Colfax Business System (“CBS”), a comprehensive set of tools, processes and values, to create superior value for customers, shareholders and associates. Colfax is traded on the NYSE under the ticker “CFX.”
CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS:
This press release contains 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 the completion and timing of the offering and the merger, 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, risks and uncertainties regarding Colfax and DJO’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed acquisition on anticipated terms and timing, including obtaining required regulatory approvals and other conditions to the completion of the acquisition, (ii) access to available financing on a timely basis and reasonable terms, (iii) the effects of the transaction on Colfax and DJO operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, business and management strategies for the management, expansion and growth of the new combined company’s operations, (iv) the ability to satisfy customary closing conditions with respect to the offering, and (v) other factors detailed in Colfax’s and DJO Finance LLC’s respective reports filed with the U.S. Securities and Exchange Commission on Form 10-K and Form 10-Q. In addition, these statements are based on a number of assumptions that are subject to change. This press release speaks only as of the date hereof. Colfax disclaims any duty to update the information herein.
CONTACT: Investor Contact: Kevin Johnson, Vice President Colfax Corporation +1-301-323-9090 [email protected]
