FARMINGTON, Conn., May 9, 2022
/PRNewswire/ -- Otis Worldwide Corporation ("Otis") (NYSE: OTIS)
executed the squeeze out provision to acquire the remaining
interest in Zardoya Otis, S.A. ("Zardoya Otis").
This completes the process of fully consolidating ownership of
Zardoya Otis and results in the delisting of its shares from the
Madrid, Barcelona, Bilbao and Valencia stock exchanges today.
The transaction is expected to be 12
cents accretive to 2022 adjusted EPS, as outlined during
Otis' first quarter 2022 earnings call.
For further details, please see the announcement from the
Madrid stock exchange here.
About Otis
Otis is the world's leading elevator and escalator
manufacturing, installation and service company. We move 2 billion
people a day and maintain more than 2.1 million customer units
worldwide, the industry's largest Service portfolio. Headquartered
in Connecticut, USA, Otis is
70,000 people strong, include 41,000 field professionals, all
committed to meeting the diverse needs of our customers and
passengers in more than 200 countries and territories worldwide. To
learn more, visit www.otis.com and follow us on LinkedIn,
Instagram, Facebook and Twitter @OtisElevatorCo.
Use and Definitions of Non-GAAP Financial Measures
Otis Worldwide Corporation ("Otis") reports its financial
results in accordance with accounting principles generally accepted
in the United States ("GAAP"). We
supplement the reporting of our financial information determined
under GAAP with certain non-GAAP financial information. The
non-GAAP information presented provides investors with additional
useful information but should not be considered in isolation or as
substitutes for the related GAAP measures. Moreover, other
companies may define non-GAAP measures differently, which limits
the usefulness of these measures for comparisons with such other
companies. We encourage investors to review our financial
statements and publicly filed reports in their entirety and not to
rely on any single financial measure.
Adjusted diluted earnings per share ("EPS"), represents diluted
earnings per share from continuing operations (a GAAP measure),
adjusted for the per share impact of restructuring and other
significant items of a non-recurring and/or nonoperational nature.
Management believes adjusted EPS is a useful measure in providing
period-to-period comparisons of the results of Otis' ongoing
operational performance.
When we provide our expectations for adjusted EPS a
reconciliation of the differences between the non-GAAP expectation
and the corresponding GAAP measure (expected diluted EPS from
continuing operations) generally is not available without
unreasonable effort due to potentially high variability, complexity
and low visibility as to the items that would be excluded from the
GAAP measure in the relevant future period, such as unusual gains
and losses, the ultimate outcome of pending litigation,
fluctuations in foreign currency exchange rates, the impact and
timing of potential acquisitions and divestitures, and other
structural changes or their probable significance. The variability
of the excluded items may have a significant, and potentially
unpredictable, impact on our future GAAP results.
Cautionary Statement
This communication contains statements which, to the extent they
are not statements of historical or present fact, constitute
"forward-looking statements" under the securities laws. From time
to time, oral or written forward looking statements may also be
included in other information released to the public. These
forward-looking statements are intended to provide management's
current expectations or plans for Otis' future operating and
financial performance, based on assumptions currently believed to
be valid. Forward-looking statements can be identified by the use
of words such as "believe," "expect," "expectations," "plans,"
"strategy," "prospects," "estimate," "project," "target,"
"anticipate," "will," "should," "see," "guidance," "outlook,"
"medium-term," "near-term," "confident," "goals" and other words of
similar meaning in connection with a discussion of future operating
or financial performance, the proposed tender offer by Otis to
acquire all of the issued and outstanding shares of Zardoya Otis,
S.A (the "Tender Offer") and the separation (the "Separation") from
United Technologies Corporation (now known as Raytheon Technologies
Corporation ("RTX")). Forward-looking statements may include, among
other things, statements relating to future sales, earnings, cash
flow, results of operations, uses of cash, dividends, share
repurchases, tax rates, research & development spend, credit
ratings, net indebtedness and other measures of financial
performance or potential future plans, strategies or transactions
of Otis following the Separation or in connection with the Tender
Offer, including the estimated costs associated with the Separation
and the Tender Offer, or statements that relate to climate change
and our intent to achieve certain environmental, social and
governance targets or goals, including operational impacts and
costs associated therewith, and other statements that are not
historical facts. All forward-looking statements involve risks,
uncertainties and other factors that may cause actual results to
differ materially from those expressed or implied in the
forward-looking statements. For those statements, Otis claims the
protection of the safe harbor for forward-looking statements
contained in the U.S. Private Securities Litigation Reform Act of
1995. Such risks, uncertainties and other factors include, without
limitation: (1) the effect of economic conditions in the industries
and markets in which Otis and its businesses operate in the U.S.
and globally and any changes therein, including financial market
conditions, fluctuations in commodity prices, interest rates and
foreign currency exchange rates, levels of end market demand in
construction, pandemic health issues (including COVID-19 and
variants thereof and the ongoing economic recovery therefrom and
their effects on, among other things, global supply, demand and
distribution), natural disasters and the financial condition of
Otis' customers and suppliers; (2) challenges in the development,
production, delivery, support, performance and realization of the
anticipated benefits of advanced technologies and new products and
services; (3) future levels of indebtedness, capital spending and
research and development spending; (4) future availability of
credit and factors that may affect such availability, credit market
conditions and Otis' capital structure; (5) the timing and scope of
future repurchases of Otis' common stock ("Common Stock"), which
may be suspended at any time due to various factors, including
market conditions and the level of other investing activities and
uses of cash; (6) fluctuations in prices and delays and disruption
in delivery of materials and services from suppliers, whether as a
result of COVID-19 or otherwise; (7) cost reduction or containment
actions, restructuring costs and related savings and other
consequences thereof; (8) new business and investment
opportunities; (9) the outcome of legal proceedings, investigations
and other contingencies; (10) pension plan assumptions and future
contributions; (11) the impact of the negotiation of collective
bargaining agreements and labor disputes; (12) the effect of
changes in political conditions in the U.S. and other countries in
which Otis and its businesses operate on general market conditions,
global trade policies and currency exchange rates in the near term
and beyond; (13) the effect of changes in tax, environmental,
regulatory (including among other things import/export) and other
laws and regulations in the U.S. and other countries in which Otis
and its businesses operate; (14) the ability of Otis to retain and
hire key personnel; (15) the scope, nature, impact or timing of
acquisition and divestiture activity, including among other things
integration of acquired businesses into existing businesses and
realization of synergies and opportunities for growth and
innovation and incurrence of related costs; (16) the ability to
achieve the expected benefits of the Tender Offer and the timing
thereof; (17) the ability to achieve the expected benefits of the
Separation; (18) the determination by the Internal Revenue Service
and other tax authorities that the distribution or certain related
transactions should be treated as taxable transactions; and (19)
the amount of our obligations and nature of our contractual
restrictions pursuant to, and disputes that have or may hereafter
arise under the agreements we entered into with RTX and Carrier
Corporation in connection with the Separation. The above list of
factors is not exhaustive or necessarily in order of importance.
For additional information on identifying factors that may cause
actual results to vary from those stated in forward-looking
statements, see Otis' registration statement on Form 10 and the
reports of Otis on Forms 10-K, 10-Q and 8-K filed with or furnished
to the SEC from time to time. Any forward-looking statement speaks
only as of the date on which it is made, and Otis assumes no
obligation to update or revise such statement, whether as a result
of new information, future events or otherwise, except as required
by applicable law.
Media Contact
Katy
Padgett
+1-860-674-3047
kathleen.padgett@otis.com
Investor Relations Contact
Michael Rednor
+1-860-676-6011
investorrelations@otis.com
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SOURCE Otis Worldwide Corporation