8-K
Fortive Corp (FTV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 16, 2024
Fortive Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | ||
|---|---|---|
| (State of Other Jurisdiction of Incorporation) | ||
| 001-37654 | 47-5654583 | |
| (Commission<br> <br>File Number) | (IRS Employer<br>Identification No.) | |
| 6920 Seaway Blvd<br> <br>Everett, WA | 98203 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip code) |
(425) 446-5000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol | Name of each exchange<br>on which registered |
|---|---|---|
| Common stock, par value $.01 per share | FTV | New York Stock Exchange |
| 3.700% Notes due 2026 | FTV26A | New York Stock Exchange |
| 3.700% Notes due 2029 | FTV29 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 7.01 | REGULATION FD DISCLOSURE |
|---|
On December 16, 2024, Fortive Corporation (the “Company”) issued a press release announcing that it had been notified of an unsolicited “mini-tender” offer by TRC Capital Investment Corporation (“TRC”) for TRC to purchase for cash up to 1,500,000 shares of the Company’s outstanding common stock, and that the Company recommends that shareholders reject the offer. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 7.01 of this Current Report and the press release attached hereto as Exhibit 99.1 are being furnished by the Company and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit<br>Number | Exhibit Description |
| --- | --- |
| 99.1 | Press Release dated December 16, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORTIVE CORPORATION | |
|---|---|
| By: | /s/ Daniel B. Kim |
| Name: | Daniel B. Kim |
| Title: | Vice President - Associate General Counsel and Secretary |
Date: December 16, 2024
EX-99.1
Exhibit 99.1
Fortive Recommends Rejection by Shareholders of the Mini-Tender Offer by TRC Capital Investment Corporation
EVERETT, WA, December 16, 2024 – Fortive Corporation (“Fortive”) (NYSE: FTV) has been notified of an unsolicited “mini-tender offer” by TRC Capital Investment Corporation (“TRC”) for TRC to purchase for cash up to 1,500,000 shares, or approximately 0.44%, of the outstanding common stock of Fortive, at a price of $75.00 per share. TRC’s offer price of $75.00 per share represents a 4.93% discount to the closing price per share of Fortive’s common stock on December 6, 2024, the last trading day before the commencement of TRC’s unsolicited mini-tender offer.
Fortive recommends that shareholders reject TRC’s unsolicited offer because, among other reasons, the offer price is below the current market price for shares of Fortive common stock. The offer also is subject to numerous conditions. Fortive also recommends that any shareholders who have tendered shares to TRC withdraw those shares by providing the written notice described in the offering documentation before the expiration of the offer, which is currently scheduled for one minute after 11:59 p.m., New York City Time, on January 9, 2025.
Fortive is not associated with TRC, its mini-tender offer or the mini-tender offer documentation.
TRC made a similar unsolicited mini-tender offer for shares of Fortive in 2021. In addition, TRC has made similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers are designed to seek less than 5 percent of a company’s outstanding shares, thereby avoiding many investor protections, including the disclosure and procedural requirements, applicable to larger tender offers under United States securities laws. The U.S. Securities and Exchange Commission (the “SEC”) has cautioned investors about mini-tender offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC has also published investor tips regarding these offers on its website at: http://www.sec.gov/investor/pubs/minitend.htm.
Fortive encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosures on the SEC’s website at: http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Fortive urges investors to obtain current market quotations for shares of Fortive’s common stock, consult with their brokers or financial advisors andexercise caution with respect to TRC’s offer.
ABOUT FORTIVE
Fortive is a provider of essential technologies for connected workflow solutions across a range of attractive end-markets. Fortive’s strategic segments - Intelligent Operating Solutions, Precision Technologies, and Advanced Healthcare Solutions - include well-known brands with leading positions in their markets. The company’s businesses design, develop, service, manufacture, and market professional and engineered products, software, and services, building upon leading brand names, innovative technologies, and significant market positions. Fortive is headquartered in Everett, Washington and employs a team of more than 18,000 research and development, manufacturing, sales, distribution, service and administrative employees in more than 50 countries around the world. With a culture rooted in continuous improvement, the core of our company’s operating model is the Fortive Business System. For more information please visit: www.fortive.com.
CONTACT
Elena Rosman
Vice President, Investor Relations
Fortive Corporation
6920 Seaway Boulevard
Everett, WA 98203
Telephone: (425) 446-5000