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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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SPX Corporation issued the following press release on March 23, 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 COMPLETES SALE OF EDWARDS SYSTEMS TECHNOLOGY
CHARLOTTE, NC - March 23, 2005 - SPX Corporation (NYSE: SPW) announced
today that it has completed the sale of its fire detection and building
life-safety systems business Edwards Systems Technology ("EST") to General
Electric (NYSE:GE) for $1.395 billion in cash. SPX intends to use the net
proceeds from the transaction to pay down debt and repurchase equity.
As previously announced, completing the sale of EST is a condition to
closing the company's outstanding cash tender offer for its senior notes.
The tender offer will close promptly after the completion of the EST sale.
In addition, closing of the cash tender offer for the company's senior
notes will eliminate substantially all of the restrictive covenants and
certain of the default provisions contained in the indenture governing the
senior notes, including the covenant that limits restricted payments.
Chris Kearney, President and Chief Executive Officer, said,
"Completing the sale of EST is the second of three key transactions in our
previously announced divestiture program. The proceeds from these
transactions will strengthen our balance sheet, provide the base for our
recapitalization plan and create an even more stable financial environment
to continue improving our existing operations."
SPX Corporation is a leading global provider of thermal equipment and
services, flow technology, test and measurement solutions and industrial
products and services. For more information visit the company's web site at
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 March 16, 2005.
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