WILMINGTON, DE — Colfax Corporation (NYSE: CFX) announced that it plans to hold a special meeting of stockholders to seek approval for an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect, at the discretion of the Board of Directors, (i) a reverse stock split of the Company’s common stock, par value $0.001 per share, at one of three reverse stock split ratios, one-for-two, one-for-three or one-for-four, with the exact ratio to be determined by the Board of Directors of the Company at a later date, and (ii) if and when the reverse stock split is effected, a corresponding reduction in the number of authorized shares of their Common Stock by the selected reverse stock split ratio.
Colfax states that it intends to effect the reverse stock split and authorized share count reduction in connection with and immediately following the previously announced separation of its existing fabrication technology business, which will operate as ESAB Corporation, and its specialty medical technology businesses, which will operate under the new name Enovis Corporation. With a reverse stock split, the price of each common share is expected to increase so that a stockholder would have fewer but higher priced shares. A reverse stock split would not have any impact on the voting and other rights of stockholders, and would have no impact on the Company’s business operations or any of its outstanding indebtedness.
The Company also announced that it will hold a special meeting of stockholders on February 28, 2022, to seek approval of the reverse stock split and the corresponding authorized share count reduction. Holders of record of Colfax Common Stock as of the close of business on January 10, 2022, will be entitled to notice of and to vote at the special meeting. The time, location and other details regarding the special meeting will be communicated to stockholders at a later date via proxy materials which will be filed with, and subject to review by, the U.S. Securities and Exchange Commission.
Even if the reverse stock split proposal is approved by the Company’s stockholders, the Board of Directors may delay or abandon the reverse stock split at any time prior to the effective time of the reverse stock split if the Board of Directors determines that the reverse stock split is no longer in the best interests of the Company or its stockholders.
Important Information about the Reverse Stock Split Proposal
The Company additionally communicated that their announcemnt may be deemed to be solicitation material in connection with the proposal to be submitted to Colfax’s stockholders at its special meeting seeking approval of an amendment to the Certificate of Incorporation to effect a reverse stock split and a reduction in the number of authorized shares of its Common Stock. In connection with the Reverse Split Proposal, Colfax stated plan is to file a preliminary proxy statement on Schedule 14A with the SEC. Stockholders are urged to read the preliminary proxy statement and all other relevant documents filed with the SEC when they become available, including the definitive proxy statement, because they will contain important information about the Reverse Split Proposal.
Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s website, www.sec.gov. In addition, stockholders may obtain free copies of the documents filed with the SEC when available at Colfax’s website, www.colfaxcorp.com. You also may read and copy any reports, statements and other information filed by Colfax with the SEC at the SEC public reference room at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
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