LONDON — Pentair plc (“Pentair”) announced its board of directors has approved the previously announced spin-off of its Electrical business. The transaction will result in two independent, publicly-traded companies: Pentair plc and nVent Electric plc (“nVent”). nVent ordinary shares are expected to begin trading on the NYSE on May 1, 2018.
At the time of the separation, nVent will be a high-performance electrical company focused on improving utilization, lowering costs and maximizing customer uptime. Pentair will continue as a leading global water company focused on smart, sustainable solutions.
“Today marks an important milestone as nVent and Pentair move closer to becoming two independent companies,” said Randall J. Hogan, the current Chairman and Chief Executive Officer of Pentair, who will leave Pentair to become nVent’s Chairman following the spin-off. “We expect both Pentair and nVent to benefit from well-recognized brands, attractive margin profiles, strong free cash flow generation and compelling opportunities for long-term, sustainable growth.”
The separation will occur by means of the declaration of a distribution of the Electrical business, to be effected by the transfer of the Electrical business from Pentair to nVent and the issuance of ordinary shares of nVent directly to holders of Pentair ordinary shares on a pro-rata basis.
The distribution is expected to occur prior to the open of business on April 30, 2018. Each Pentair shareholder will receive one ordinary share of nVent for every one ordinary share of Pentair held as of the close of business on April 17, 2018, the record date for the distribution. No action or payment is required by Pentair shareholders to receive ordinary shares of nVent in the distribution.
nVent ordinary shares are expected to begin trading on the New York Stock Exchange on May 1, 2018, under the symbol “NVT.” The company expects “when-issued” trading for nVent ordinary shares to begin on April 16, 2018, and continue through April 30, 2018.
Beginning on April 16, 2018 and continuing through April 30, 2018, it is expected that there will be two markets in Pentair ordinary shares: Pentair shares that trade in the “regular way” market will trade with an entitlement to nVent ordinary shares to be distributed pursuant to the distribution; shares that trade in the “ex-distribution” market will trade without an entitlement to nVent ordinary shares.
Pentair shareholders are urged to consult their financial and tax advisors regarding the particular consequences of the distribution in their situation, including, without limitation, the specific implications of selling nVent ordinary shares and the applicability and effect of any U.S. federal, state, local and foreign tax laws. Pentair shareholders who hold Pentair ordinary shares before the distribution date should consult with their stockbroker, bank or other nominee to understand whether their Pentair shares will be sold with or without the entitlement to nVent ordinary shares pursuant to the distribution.
Information regarding nVent and its business, including details of the separation and distribution, is included in nVent’s registration statement on Form 10, which nVent has filed with the U.S. Securities and Exchange Commission (the “SEC”) and is available at www.sec.gov. Form 10 also identifies certain risks of owning nVent ordinary shares.
The separation and distribution of nVent ordinary shares are subject to the satisfaction of a number of customary conditions, including, among others, the SEC having declared effective the Form 10. Pentair’s board of directors may cancel the distribution at any time prior to the distribution.Tagged with nVent, Pentair