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ESAB announces Esab Europe Xpanse, plans to become independent, publicly-traded company
“To understand the breadth and depth of our ability to solve challenges, as well as an opportunity to interact with our application experts, I would encourage participation in the ESAB Europe Xpanse virtual event,” says Mikael Mimer – Director of Product Marketing – Europe, ESAB. “Even our trade show experience is innovative, providing an industry-first-of-its-kind immersive experience that replicates our tradeshow stand. Until we can gather in person, Xpanse is an unmatched learning opportunity.”
ESAB Expected to Become an Independent Public Company
On March 4, 2021, ESAB’s parent company, Colfax Corporation, announced its intention to separate its ESAB fabrication technology business and its specialty medical technology businesses into two differentiated, independent and publicly-traded companies. ESAB is expected to be comprised of Colfax’s Fabrication Technology operating segment, which is forecasted to generate revenue of approximately $2.2 billion in 2021. The separation is intended to be structured in a tax-free manner and is targeted to be completed in the first quarter of 2022. Shyam Kambeyanda, ESAB’s Chief Executive Officer, will continue to lead the fabrication technology company, which will remain headquartered in Maryland, USA.
“As part of Colfax since 2012, ESAB has been significantly strengthened,” said Johan Fransson, Managing Director Europe, ESAB. “There was $1.6 billion invested in acquisitions to create the only truly global welding and cutting business, our market-leading innovation engine was created, and we used the Colfax Business System to significantly improve our ability to serve customers. We are ready and excited to again become independent and focus even more resources on solving customer challenges through welding and cutting innovations.”
ESAB is a fabrication technology leader with an unparalleled global footprint, track record of industry-leading product innovation and strong positions in attractive emerging markets. The company has successfully executed its operational improvement strategy to out-grow peers in recent years and significantly increase margins and cash flow. Through strategic bolt-on acquisitions, ESAB has broadened its product and technology offering, extended its geographic reach and expanded into attractive new segments.
Colfax intends the separation to be tax-free to Colfax’ shareholders. Colfax is targeting completion of the separation in the first quarter of 2022. Completion of the separation is subject to, among other things, completion of financing and other transactions on satisfactory terms, other steps necessary to qualify the separation as a tax-free transaction, receipt of other regulatory approvals and final approval from the Colfax Board of Directors. Details of the separation will be included in future filings with the SEC. There can be no assurance regarding the form and timing of the separation or its completion.
History of Innovation
Founded in the port city of Gothenburg, Sweden in 1904, ESAB developed the modern low-hydrogen covered electrode to improve weld quality for shipbuilding applications. The company maintains a large presence in Gothenburg, has more than 10,000 employees worldwide and 35 manufacturing facilities across 4 continents.
ESAB’s 117-year track record of innovations include the modern gas regulator for oxy-acetylene cutting, the TIG process (“Heliarc”), the MIG/MAG process, the modern MIG/MAG torch, the gas-shielded flux cored welding process, the modern plasma cutting electrode and inverter-based manual plasma cutter, carbon arc gouging and the Integrated Cold Electrode (ICE™) SAW process. Most recently, ESAB launched its suite of ESAB Digital Solutions applications and connected systems so that companies could use real-time data to optimize and streamline their entire fabrication workflow.
The company operated independently until ESAB Group was acquired by London’s Charter International plc in 1994, which was acquired by current owners, Colfax Corporation, in 2012. Colfax implemented its business-management system, which emphasises Voice of the Customer (“VOC”) research to target breakthrough growth initiatives, new products and applications. Using VOC ensures that ESAB continues its rich history of innovation, as demonstrated by some of the recent product introductions.
Cautionary Note Concerning Forward Looking Statements
This press release includes “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be characterized by terms such as “believe,” “anticipate,” “should,” “would,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “targets,” “aims,” “seeks,” “sees” and similar expressions. All statements other than statements of historical fact could be deemed forward-looking statements, including, but not limited to, statements regarding: the intended separation of the ESAB and MedTech businesses; expected 2021 revenue for ESAB; the timing and method of the separation; the anticipated benefits of the separation; the expected financial and operating performance of, and future opportunities for, each company following the separation; the tax treatment of the transaction; and the leadership of each company following the separation. These statements are based on assumptions and assessments made by our management as of the date of this press release in light of their experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that might cause actual results, developments and business decisions to differ materially from those expressed or implied thereby and are not guarantees of future performance or actual results. These factors include, among other things: the final approval of the separation by our board of directors; the uncertainty of obtaining regulatory approvals in connection with the separation, including rulings from the Internal Revenue Service; the ability to satisfy the necessary closing conditions to complete the separation on a timely basis, or at all; our ability to successfully separate the two companies and 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, including actions by governments, businesses and individuals in response to the pandemic, and other impacts on our business and ability to execute business continuity plans; and our ability to manage and grow our business and to execute our business and growth strategies. The effects of the COVID-19 pandemic, including actions by governments, businesses and individuals in response to the pandemic, may also give rise or contribute to or amplify the risks associated with many of these factors.
The factors identified above are not exhaustive. We operate in a dynamic business environment in which new risks may emerge frequently. Other unknown or unpredictable factors could also cause actual results, developments and business decisions to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements should be construed in the light of such factors. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. Additional information regarding these and other factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements is set forth in Colfax’s public filings with the Securities Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2020 and its subsequent filings with the SEC. Colfax does not undertake, and hereby disclaims, any obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise.
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