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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) Of
The Securities Exchange Act Of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
SPX Corporation
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(Name of Registrant as Specified in its Charter)
N/A
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[_] Check box if any part of the fee is offset as provided by Exchange Act
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SPX Corporation issued the following press release on January 19, 2005.
Contact: Jeremy W. Smeltser (Investors) [GRAPHIC OMITTED: SPX LOGO]
704-752-4478
E-mail: investor@spx.com
Tina Betlejewski (Media)
704-752-4454
E-mail: spx@spx.com
SPX TO SELL KENDRO BUSINESS TO THERMO ELECTRON
CHARLOTTE, NC - January 19, 2005 - SPX Corporation (NYSE: SPW) today
announced that it has signed a definitive agreement to sell its Kendro
laboratory and life sciences products business to Thermo Electron
Corporation (NYSE: TMO) for $833.5 million in cash, subject to post-closing
adjustment. The sale is subject to customary closing conditions, including
receipt of regulatory approvals. SPX expects after-tax net proceeds from
the transaction to be approximately $675 million and intends to use the net
proceeds to pay down debt and buy back equity.
Christopher J. Kearney, President and Chief Executive Officer of SPX,
said, "In 1998 when we acquired the lab and life science business as part
of the acquisition of General Signal it was a $75 million business known as
Revco. Over the past six years we have invested in technology and expanded
Kendro into a global laboratory and life sciences product and service
provider with 2004 revenues of approximately $365 million. Kendro has
generated substantial profitability and cash flow for SPX and we believe
this sale will unlock additional value for SPX shareholders."
Kendro designs and manufactures a wide range of laboratory application
products for sample preparation, processing and storage - including
incubators, freezers, refrigerators, centrifuges and heat treat ovens.
Kendro also provides validation services, repository services and field
repair support to its customers. Kendro serves the pharmaceutical,
biotechnology, clinical, diagnostic and blood processing sectors worldwide,
and supplies much of the equipment needed by academic, commercial and
government laboratories.
Goldman, Sachs & Co. and Fried, Frank, Harris, Shriver & Jacobson LLP
served as financial and legal advisors, respectively, to SPX on the sale of
Kendro.
SPX Corporation is a global provider of technical products and
systems, industrial products and services, flow technology, cooling
technologies and services, and service solutions. The Internet address for
SPX Corporation's home page is www.spx.com.
Certain statements in this press release may be forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended, and are subject to the safe harbor created thereby.
Please refer to our public filings for a discussion of certain important
factors that relate to forward-looking statements contained in this press
release. The words "believe," "expect," "anticipate," "estimate,"
"guidance," "target" and similar expressions identify forward-looking
statements. Although the company believes that the expectations reflected
in its forward-looking statements are reasonable, it can give no assurance
that such expectations will prove to be correct.
SPX Corporation shareholders are strongly advised to read the proxy
statement relating to SPX Corporation's 2005 annual meeting of shareholders
when it becomes available, as it will contain important information.
Shareholders will be able to obtain this proxy statement, any amendments or
supplements to the proxy statement and any other documents filed by SPX
Corporation with the Securities and Exchange Commission for free at the
Internet website maintained by the Securities and Exchange Commission at
www.sec.gov. In addition, SPX Corporation will mail the proxy statement to
each shareholder of record on the record date to be established for the
shareholders' meeting. Copies of the proxy statement and any amendments and
supplements to the proxy statement will also be available for free at SPX
Corporation's Internet website at www.spx.com or by writing to Investor
Relations, SPX Corporation, 13515 Ballantyne Corporate Place, Charlotte,
North Carolina 28277, telephone (704) 752-4400.
SPX Corporation, its executive officers and directors may be deemed to
be participants in the solicitation of proxies for SPX Corporation's 2005
annual meeting of shareholders. Information regarding these participants is
contained in a filing under Rule 14a-12 filed by SPX Corporation with the
Securities and Exchange Commission on January 13, 2005.
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