The transaction is expected to be completed in the second half of 2021; update the 2021 full-year transaction guide; manage today’s conference call at 8:30 am Eastern Time
Charlotte, North Carolina, June 9, 2021 (Global News Agency) – SPX Corporation (“SPX”) today announced that it has reached a binding agreement to sell its wholly-owned subsidiary SPX Transformer 100 % Of outstanding shares Solutions, Inc. acquired GE-Prolec Transformers, Inc. (together with its subsidiaries, “Prolec GE”), which is GE (NYSE: GE) and Xignux for a cash purchase price of US$645 Millions of subsidiaries of the SA de CV joint venture. SPX predicts that after taxation on sales proceeds, net income will be approximately US$540 million. The purchase price is affected by customary net working capital and similar adjustments at closing. The transaction is expected to be completed in the second half of 2021, provided that typical transaction conditions are met, including antitrust regulatory review. SPX Corporation is served by JP Morgan Securities LLC as the exclusive financial advisor, and K&L Gates LLP is the legal advisor.
SPX President and CEO Gene Lowe commented: “I am very proud of the achievements of the SPX Transformer Solutions team. They have greatly improved the operational performance of the business and continue to promote improvements to create value for customers. As a high-quality power transmission , A major supplier of sustainable solutions, Prolec GE is very suitable to lead the next phase of growth and value for customers and employees of SPX Transformer Solutions.”
Mr. Lowe continued: “This transaction is an important step in SPX’s value creation journey, further focusing our strategy on the growth of the HVAC and inspection and measurement departments. By concentrating our capital and management resources on these On a technology-centric, high-profit niche platform, SPX can further accelerate our strategic plan, create tremendous value for shareholders, and create more opportunities for employees and customers.”
Prolec GE CEO Ricardo Suarez commented: “I am very excited about the opportunities this transaction creates for all of our stakeholders. Prolec GE’s vision is to be the most reliable and strategic partnership for innovative and sustainable energy solutions recognized by customers Partners. The combined entity will remain a strong partner for its customers and will be more suitable to continue to provide quality products and support the development of power grids in the United States and other regions of the Americas. We look forward to welcoming the SPX Transformer Solutions team to the Prolec GE series.”
SPX is updating its 2021 SPX transformer solution expected sales guidance. SPX now expects that the transaction will be completed in the second half of 2021. Therefore, it is expected to consider the performance of SPX transformer solutions as a discontinued business when reporting the second quarter of 2021 results in early August 2021. SPX plans to update its segment reporting structure to eliminate the engineering solutions segment and report the results of its process cooling business in its HVAC segment.
SPX now expects adjusted earnings per share* for the full year of 2021 to be between US$2.17 and US$2.37, compared with previous guidance of US$3.06 to US$3.26. SPX expects adjusted revenue* to be approximately US$1.25 billion, compared to the previous guidance of US$1.7 billion, and the adjusted operating profit margin* is approximately 11-12%, which is consistent with the previous guidance.
Compared with the same period last year, the segment and consolidated results are expected to be as follows (underlined changes):
Conference call: SPX management plans to hold a conference call at 8:30 am (Eastern Time) today to discuss the details of the transaction and the impact on SPX’s future strategy, including updates to the full-year guidance and long-term goals for 2021. The conference call will also be webcast via SPX’s website www.spx.com, and a slide presentation will be provided in the investor relations section of the website.
Conference call dial-in: 877-341-7727 Outside the United States: +1 262-558-6098 Participant code: 5640048
To listen to the call replay dial in: 855-859-2056 Outside the United States: +1 404-537-3406 Participant code: 5640048
About SPX Company: SPX Company is a supplier of highly engineered products and technologies, occupying a leading position in the HVAC and inspection and measurement markets. SPX Corporation is headquartered in Charlotte, North Carolina and has more than 4,500 employees in 15 countries. SPX Corporation is listed on the New York Stock Exchange under the ticker symbol “SPXC”. For more information, please visit www.spx.com. Except for Mr. Suarez’s comments, references to “we” and “our” in this press release refer to SPX.
About Prolec GE: Prolec GE designs, manufactures and sells products and solutions for generating, transmitting and distributing electrical energy. Prolec GE has more than 50 years of industry experience and is an important player in the Mexican market as well as a major player in other regions of the Americas. It has business units in Mexico, the United States and Brazil. It has installation bases in more than 35 countries and more than 6,800 employees. www.prolec.energy
* Non-GAAP financial measures. Our non-GAAP financial guidance does not include items that we believe do not represent our continued performance. These items will be included in our GAAP financial measures; the calculation method is similar to the headline presented in the SPX press release issued on May 6, 2021 Is consistent with historical non-GAAP metrics. This press release reports the quarterly results as of April 3, 2021, except for the processing of SPX transformer solutions, Inc. as a discontinued business. These items include, but are not limited to, acquisition costs, costs related to disposal, the results of our South Africa operations, and potential non-cash income or expense items related to changes in market interest rates, and data related to our actuarial or other data. Pension and post-retirement plans, because the final totals related to these items are beyond our control and/or cannot be reasonably predicted. Therefore, it is impractical to check our non-GAAP financial guidance with the closest corresponding GAAP financial measure. The annual guidance does not include the incremental impact of future acquisitions, disposals (except for disposal by SPX Transformer Solutions, Inc.) and related transaction costs, restructuring costs, tariffs and trade tensions on market demand and costs. The impact of foreign exchange rate changes after the end of the first quarter, the impact of the further spread of COVID-19, asbestos liability, environmental and litigation costs. SPX management believes that it is useful to provide investors with these indicators, which are used to measure the overall performance of our ongoing business. These non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies.
Forward-looking statements. Certain statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the resulting safe harbor. Except In addition to our updated 2021 financial guidance, words such as “believe”, “anticipate”, “anticipate”, “project” and similar expressions also identify our other forward-looking statements. Please read these forward-looking statements in conjunction with the documents we filed with the US Securities and Exchange Commission, including our most recent Form 10-K annual report and Form 10-Q quarterly report. These documents identify important risk factors and other uncertainties that may cause actual results to differ from those contained in the forward-looking statements, including the following: the impact of the COVID-19 pandemic and government and other response actions; claims for large-scale power projects in South Africa Uncertainty to resolve, and claims related to asbestos, environment and other contingent liabilities; cyclical changes in our market and specific industry events; changes in customer’s expected capital investment and maintenance expenditures; raw materials and raw materials that cannot be recovered in product pricing / Or increase in product availability, restrictions or costs; the impact of competition on profit margins and our ability to maintain or increase market share; third-party suppliers and subcontractors perform poorly in outsourcing products, components and services; cyber security risks ; Risks related to intellectual property protection, including risks related to our digitalization plan; the impact of overspending, inflation, and long-term fixed price contract delays; defects or errors in current or planned products; domestic economy, politics, law, and accounting And business developments have an adverse impact on our business, including regulatory changes; changes in global economic conditions; uncertainties in our ability to determine acceptable acquisition targets; any announced acquisitions or disposals (including SPX Transformer Solutions, Inc. Uncertainty in the timing and successful completion of the disposal, including uncertainties related to obtaining (and timing) the necessary regulatory approvals; uncertainties in integrating acquisitions and realizing cost savings or other benefits derived from acquisitions; The impact of retained liabilities of the disposed business; potential labor disputes; and extreme weather conditions and natural and other disasters.
Actual results may differ materially from these statements. Although SPX believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee that such expectations will prove to be correct.
The statements in this press release are only issued on the date of this press release. Except as required by law, SPX assumes no responsibility for updating or modifying such statements.
Investor and media contact: Paul Clegg, Vice President of Investor Relations and Communications Tel: 980-474-3806 Email: spx.investor@spx.com
Post time: Jun-24-2021