Filed by Altra Industrial Motion Corp.
Pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Altra Industrial Motion Corp
(Commission File No. 001-33209)
March 8, 2018
Dear Valued Customer:
I am reaching out with some important news about Altra Industrial Motion Corp. Yesterday we announced that Altra is creating a global leader in the power
transmission and motion control industry by combining with four operating companies from Fortive’s Automation and Specialty platform (Fortive A&S). We believe this is a transformational step that will result in compelling growth and value
creation opportunities for all of our stakeholders, including our valued customers.
As you may know, Fortive A&S is a leader in motion control
solutions. You may already be familiar with their market leading brands, including Kollmorgen, Thomson, Portescap and Jacobs Vehicle Systems. Fortive A&S’s engineered servo, direct drive and specialty miniature motor technology, along with
precision linear automation products and solutions, are highly complementary to our leading power transmission
line-up
and strong mechanical and electronic capabilities. The inclusion of the Fortive A&S
businesses with Altra’s leading brands including Warner Electric, Boston Gear, Stromag, Bauer Gear Motor, TB Wood’s, Svendborg and many others, will prove to be a powerful combination.
Both companies prioritize deep customer engagement, and the complementary nature of our technology platforms will enable us to provide a broader suite of
solutions to our customers and reach even more markets than we currently serve. We look forward to bringing together the strengths of our businesses and capitalizing on the opportunities inherent in this combination to meet your most complex product
challenges and deliver enhanced value.
Next Steps: Business as Usual
Even though we just made this announcement, it will be several months before the transaction is completed. In the months ahead, Altra and the team at Fortive
A&S will work together to ensure a seamless combination of our companies upon closing. As part of this process, we will also be working to obtain certain regulatory approvals, tax authority rulings and the approval of Altra shareholders. We
expect to close the transaction by the end of the year.
Until that time, Altra and Fortive A&S will continue to operate as separate, independent
businesses. That means that it is business as usual at Altra. We remain as focused as ever on serving you and all of our customers.
We will keep you
informed as we move forward. Please don’t hesitate to reach out to your normal Altra contact if you have any questions.
Thank you for your continued
support. We look forward to building on our relationship as we move forward with this exciting combination.
Sincerely,
Carl Christenson
Chairman and
Chief Executive Officer
About Altra Industrial Motion Corp.
Altra Industrial Motion Corp., through its subsidiaries, is a leading global designer, producer and marketer of a wide range of electromechanical power
transmission and motion-control products. The Company brings together strong brands covering over 42 product lines with production facilities in twelve countries. Altra’s leading brands include Ameridrives Couplings, Bauer Gear Motor, Bibby
Turboflex, Boston Gear, Delroyd Worm Gear, Formsprag Clutch, Guardian Couplings, Huco, Industrial Clutch, Inertia Dynamics, Kilian Manufacturing, Lamiflex Couplings, Marland Clutch, Matrix, Nuttall Gear, Stieber Clutch, Stromag, Svendborg Brakes, TB
Wood’s, Twiflex, Warner Electric, Warner Linear, and Wichita Clutch.
FORWARD LOOKING STATEMENTS
This communication contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which
reflect Altra’s current estimates, expectations and projections about Altra’s and the Fortive A&S business’s (“Fortive A&S”) future results, performance, prospects and opportunities. Such forward-looking statements
may include, among other things, statements about the proposed acquisition of Fortive A&S, the benefits and synergies of the proposed transaction, future opportunities for Altra, Fortive A&S and the combined company, and any other statements
regarding Altra, Fortive A&S’s or the combined company’s future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition and other expectations and
estimates for future periods. Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “intend,” “plan,” “may,” “should,” “will,” “would,” “project,” “forecast,” and similar expressions. These forward-looking statements are based upon
information currently available to Altra and are subject to a number of risks, uncertainties, and other factors that could cause Altra’s, Fortive A&S’s or the combined company’s actual results, performance, prospects, or
opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Important factors that could cause Altra’s, Fortive A&S’s or the combined company’s actual results to differ materially
from the results referred to in the forward-looking statements Altra makes in this communication include: the possibility that the conditions to the consummation of the transaction will not be satisfied; failure to obtain, delays in obtaining or
adverse conditions related to obtaining shareholder or regulatory approvals; the ability to obtain the anticipated tax treatment of the transaction and related transactions; risks relating to any unforeseen changes to or the effects on liabilities,
future capital expenditures, revenue, expenses, synergies, indebtedness, financial condition, losses and future prospects; the possibility that Altra may be unable to achieve expected synergies and operating efficiencies in connection with the
transaction within the expected time-frames or at all and to successfully integrate Fortive A&S; expected or targeted future financial and operating performance and results; operating costs, customer loss and business disruption (including,
without limitation, difficulties in maintain relationships with employees, customers, clients or suppliers) being greater than expected following the transaction; failure to consummate or delay in consummating the transaction for other reasons;
Altra’s ability to retain key executives and employees; slowdowns or downturns in economic conditions generally and in the market for advanced network and service assurance solutions specifically, Altra’s relationships with strategic
partners, dependence upon broad-based acceptance of Altra’s network performance management solutions, the presence of competitors with greater financial resources than Altra and their strategic response to our products; the ability of Altra to
successfully integrate the merged assets and the associated technology and achieve operational efficiencies; and the integration of Fortive A&S being more difficult, time-consuming or costly than expected. For a more detailed description of the
risk factors associated with Altra, please refer to Altra’s Annual Report on Form
10-K
for the fiscal year ended December, 31 2017 on file with the Securities and Exchange Commission. Altra assumes no
obligation to update any forward-looking information contained in this communication or with respect to the announcements described herein.
ADDITIONAL
INFORMATION
This communication does not constitute an offer to buy, or a solicitation of an offer to sell, any securities of Fortive Corporation
(“Fortive”), Stevens Holding Company, Inc. (“Newco”) or Altra Industrial Motion Corp. (“Altra”). In connection with the proposed transaction, Altra and Newco will file registration statements with the SEC registering
shares of Altra common stock and Newco common stock in connection with the proposed transaction. Altra’s registration statement will also include a proxy statement and prospectus relating to the proposed transaction. Fortive shareholders are
urged to read the prospectus that will be included in the registration statements and any other relevant documents when they become available, and Altra shareholders are urged to read the proxy statement and any other relevant documents when they
become available, because they will contain important information about Altra, Newco and the proposed transaction. The proxy statement, prospectus and other documents relating to the proposed transaction (when they become available) can also be
obtained free of charge
from the SEC’s website at www.sec.gov. The proxy statement, prospectus and other documents (when they are available) can also be obtained free of charge from Fortive upon written request to
Fortive Corporation, Investor Relations, 6920 Seaway Blvd., Everett, WA 98203, or by calling (425)
446-5000
or upon written request to Altra Industrial Motion Corp., Investor Relations, 300 Granite St., Suite
201, Braintree, MA 02184 or by calling (781) 917 0527.
PARTICIPANTS IN THE SOLICITATION
This communication is not a solicitation of a proxy from any security holder of Altra. However, Fortive, Altra and certain of their respective directors and
executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Altra in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Fortive
may be found in its Annual Report on Form
10-K
filed with the SEC on February 28, 2018 and its definitive proxy statement relating to its 2017 Annual Meeting filed with the SEC on April 17, 2017.
Information about the directors and executive officers of Altra may be found in its Annual Report on Form
10-K
filed with the SEC on February 23, 2018, and its definitive proxy statement relating to its
2017 Annual Meeting filed with the SEC on March 24, 2017.
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