Colfax Corporation (“Colfax” or the “Company”) (NYSE: CFX), a
leading diversified technology company, announced today that it had
given notice of its intention to redeem €350 million principal
amount representing of its outstanding 3.250% Senior Notes due 2025
(ISIN Numbers XS1599407217, XS1599406839) (the “2025 Notes”) and
$300 million principal amount representing all of its
outstanding 6.375% Senior Notes due 2026 (CUSIP Numbers 15723RAC8,
U1581TAB4) (the “2026 Notes” and, together with the 2025 Notes, the
“Notes”) on April 7, 2022 (the “Redemption Date”), and is
conditioned upon the receipt of aggregate gross proceeds from the
completion of the intended separation of Colfax’s fabrication
technology and specialty medication technology businesses (the
“Condition”), which Condition the Company may waive at its
discretion. The Company may also delay, at its discretion, the
Redemption Date to any series of Notes until such time as the
Condition has been satisfied, or the redemption of such series of
Notes may be rescinded in the event that the Condition has not been
satisfied by the Redemption Date.
The 2025 Notes will be redeemed at a redemption price of
100.813% of the principal amount of the 2025 Notes (the
“2025 Notes Redemption Price”) and the 2026 Notes will be
redeemed at a redemption price of 103.188% of the principal amount
of the 2026 Notes (the “2026 Notes Redemption Price”),
plus, in each case, accrued and unpaid interest to, but not
including, the Redemption Date. On and after the Redemption Date,
interest will cease to accrue on each series of Notes.
Colfax has instructed Deutsche Trustee Company Limited, as the
trustee for the 2025 Notes, and Wilmington Trust, National
Association, as the trustee for the 2026 Notes, to distribute
a conditional notice of redemption to all registered holders of the
2025 Notes and the 2026 Notes, respectively, on
March 7, 2022. The names and addresses of the paying agents
for the 2025 Notes and the 2026 Notes are, respectively,
Deutsche Bank AG, London Branch at Winchester House, 1 Great
Winchester Street, London, EC2N 2DB, United Kingdom, and Wilmington
Trust, National Association at 50 South Sixth Street, Suite 1290,
Minneapolis, Minnesota 55402, Facsimile: (612) 217-5651, Attention:
Colfax Notes Administrator.
Payment of the 2025 Notes Redemption Price will be made to
Deutsche Bank AG, London Branch, as paying agent, pursuant to the
indenture, dated as of April 19, 2017, by and among Colfax,
the subsidiary guarantors from time to time party hereto, and
Deutsche Trustee Company Limited, as trustee. Payment of the
2026 Notes Redemption Price will be made to Wilmington Trust,
National Association, as paying agent, pursuant to the indenture,
dated as of February 5, 2019, by and between CFX Escrow
Corporation and Wilmington Trust, National Association as trustee,
as supplemented by the First Supplemental Indenture, dated as of
February 22, 2019, by and among Colfax Corporation (as successor to
CFX Escrow Corporation), the guarantors party thereto and
Wilmington Trust, National Association, as trustee. All redeemed
Notes must be surrendered to the applicable paying agent to collect
the applicable Redemption Price.
This press release shall not constitute a notice of redemption
nor does it 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 orthopedic and fabrication technology products and
services to customers around the world, principally under the DJO
and ESAB brands. The Company uses its Colfax Business System, a
comprehensive set of tools and processes, to create superior value
for customers, stockholders and associates. In March of 2021,
Colfax announced its intention to separate into two independent and
public companies, which is targeted to be completed near the end of
the first quarter of 2022, to accelerate strategic momentum and
unlock additional value creation potential. Enovis Corporation will
focus on specialty medical technologies and ESAB Corporation will
focus on fabrication technologies. Colfax’s common stock is traded
on the NYSE under the ticker “CFX.”
This press release includes 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, whether
the Condition to the redemption of the Notes will occur, statements
concerning Colfax’s plans, objectives, outlook, expectations and
intentions, including the intended separation of Colfax’s
fabrication technology and specialty medical technology businesses
(the “Separation”), and the timing, method and anticipated benefits
of the Separation 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 related to the
impact of the COVID-19 global pandemic, including the rise,
prevalence and severity of variants of the virus, actions by
governments, businesses and individuals in response to the
situation, such as the scope and duration of the outbreak, the
nature and effectiveness of government actions and restrictive
measures implemented in response, material delays and cancellations
of medical procedures, supply chain disruptions, the impact on
creditworthiness and financial viability of customers; risks
relating to the Separation, including the final approval of the
Separation by Colfax’s board of directors, the uncertainty of
obtaining regulatory approvals, and a favorable tax opinion and/or
ruling from the Internal Revenue Service, Colfax’s ability to
satisfactorily complete steps necessary for the Separation and
related transactions to be generally tax-free for U.S. federal
income tax purposes, the ability to satisfy the necessary
conditions to complete the Separation on a timely basis, or at all,
the ability to realize the anticipated benefits of the Separation,
developments related to the impact of the COVID-19 pandemic on the
Separation, and the financial and operating performance of each
company following the Separation; other impacts on Colfax’s
business and ability to execute business continuity plans; and the
other factors detailed in Colfax’s reports filed with the U.S.
Securities and Exchange Commission (the “SEC”), including its most
recent Annual Report on Form 10-K and subsequent Quarterly Reports
on Form 10-Q under the caption “Risk Factors,” as well as the other
risks discussed in Colfax’s filings with the SEC. In addition,
these statements are based on 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:Mike MacekVice President, FinanceColfax
Corporation+1-302-252-9129investorrelations@colfaxcorp.com
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