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Timken Announces Record Date and Distribution Date for Spinoff of Steel Business
06/16/2014 - Timken Shareholders to Receive TimkenSteel Shares as a Pro-rata Dividend
The Timken Company's (NYSE: TKR; the "company" or "Timken") Board of Directors today announced record and distribution dates for the spinoff of its steel business, which will be effected through the distribution of 100 percent of the common shares of TimkenSteel Corporation ("TimkenSteel") to holders of Timken Company common shares. The board's decision follows the Securities and Exchange Commission's June 10 declaration of effectiveness of the TimkenSteel Registration Statement on Form 10, a copy of which is available at www.sec.gov.
TimkenSteel common shares will be distributed near day's end on June 30, 2014. Following the distribution, TimkenSteel will be an independent, publicly traded company; it has received approval to list its common shares on the New York Stock Exchange (NYSE) under the symbol TMST.
Timken shareholders will receive one TimkenSteel common share for every two common shares of Timken held at the close of business on the record date of June 23, 2014. Timken shareholders entitled to receive the June 30 distribution will receive a book-entry account statement or a credit to their brokerage accounts reflecting their new ownership of TimkenSteel common shares.
"Today's announcement constitutes another step in our journey over the last ten months in preparing to spin off the steel business from The Timken Company," said John M. Timken, Jr., chairman of The Timken Company's board of directors. "With experienced and extremely competent executive teams in place, we remain confident that both companies will be successful in maintaining their leadership positions in the marketplace, free to pursue their independent strategies and create value for both companies' shareholders."
"For TimkenSteel Corporation, this action marks an exciting new beginning for our business and our steel team," said Ward J. ("Tim") Timken, Jr., chairman, chief executive officer and president of TimkenSteel Corporation. "We are well-prepared to operate as a strong, independent, publicly traded company and are fully confident in our ability to deliver sustainable value to shareholders and our steel customers, capitalizing on the opportunities ahead."
After the spinoff, Timken will continue to focus on its core bearings business as well as related power transmission products and services. "With this strategic value-building initiative soon behind us," said Richard G. Kyle, Timken president and chief executive officer, "we will continue to manage the business for profitable growth while maintaining our focus on delivering products and services that keep the world's industries working reliably and efficiently. We're certainly encouraged by our progress and confident in our future prospects."
The Timken Company received an opinion from its special tax counsel Covington & Burling LLP confirming that neither Timken nor its shareholders will be subject to U.S. federal income tax as a result of the distribution of TimkenSteel common shares in the spinoff (except to the extent cash is received in lieu of fractional shares).
Timken expects "when-issued" public trading for TimkenSteel common shares will commence on the NYSE on or about June 19, 2014, under the symbol "TMST WI," and will continue through the distribution date. Timken also anticipates that "regular way" trading of TimkenSteel common shares will begin on July 1, 2014, the first trading day following the distribution date.
Next week, Timken will mail to its shareholders an information statement with details regarding the separation. In addition, Timken and TimkenSteel officials will share their respective company's strategy and prospects at separate investor meetings to be held Thursday, June 19, in New York City. Real-time, listen-only webcasts of the meetings will be available over the internet at www.timken.com/investors.
About TimkenSteel Corporation
TimkenSteel Corporation (www.timkensteel.com), a Timken Company subsidiary, will become an independent publicly traded company upon its spinoff on June 30 and thereafter trade under the symbol TMST on the New York Stock Exchange. TimkenSteel creates tailored steel products and services for demanding applications, helping customers push the bounds of what's possible within their industries. The company reaches around the world in its customers' products and is a leader in North America in large alloy steel bars (6"+) and seamless mechanical tubing made of its special bar quality steel, as well as supply chain and steel services. Operating from six countries, TimkenSteel posted sales of $1.4 billion in 2013, based on steel segment sales as part of The Timken Company.
About The Timken Company
The Timken Company (NYSE: TKR; www.timken.com) engineers, manufactures and markets Timken® bearings, transmissions, gearboxes, chain and related products, and offers a spectrum of power system rebuild and repair services around the world. The leading authority on tapered roller bearings, Timken today applies its deep knowledge of metallurgy, tribology and power transmission across the broad spectrum of bearings and related systems to improve the reliability and efficiency of machinery and equipment all around the world. Known for its quality products and collaborative technical sales model, Timken posted $3 billion in sales in 2013. With approximately 17,000 people operating from 28 countries, Timken makes the world more productive and keeps industry in motion.
TimkenSteel common shares will be distributed near day's end on June 30, 2014. Following the distribution, TimkenSteel will be an independent, publicly traded company; it has received approval to list its common shares on the New York Stock Exchange (NYSE) under the symbol TMST.
Timken shareholders will receive one TimkenSteel common share for every two common shares of Timken held at the close of business on the record date of June 23, 2014. Timken shareholders entitled to receive the June 30 distribution will receive a book-entry account statement or a credit to their brokerage accounts reflecting their new ownership of TimkenSteel common shares.
"Today's announcement constitutes another step in our journey over the last ten months in preparing to spin off the steel business from The Timken Company," said John M. Timken, Jr., chairman of The Timken Company's board of directors. "With experienced and extremely competent executive teams in place, we remain confident that both companies will be successful in maintaining their leadership positions in the marketplace, free to pursue their independent strategies and create value for both companies' shareholders."
"For TimkenSteel Corporation, this action marks an exciting new beginning for our business and our steel team," said Ward J. ("Tim") Timken, Jr., chairman, chief executive officer and president of TimkenSteel Corporation. "We are well-prepared to operate as a strong, independent, publicly traded company and are fully confident in our ability to deliver sustainable value to shareholders and our steel customers, capitalizing on the opportunities ahead."
After the spinoff, Timken will continue to focus on its core bearings business as well as related power transmission products and services. "With this strategic value-building initiative soon behind us," said Richard G. Kyle, Timken president and chief executive officer, "we will continue to manage the business for profitable growth while maintaining our focus on delivering products and services that keep the world's industries working reliably and efficiently. We're certainly encouraged by our progress and confident in our future prospects."
The Timken Company received an opinion from its special tax counsel Covington & Burling LLP confirming that neither Timken nor its shareholders will be subject to U.S. federal income tax as a result of the distribution of TimkenSteel common shares in the spinoff (except to the extent cash is received in lieu of fractional shares).
Timken expects "when-issued" public trading for TimkenSteel common shares will commence on the NYSE on or about June 19, 2014, under the symbol "TMST WI," and will continue through the distribution date. Timken also anticipates that "regular way" trading of TimkenSteel common shares will begin on July 1, 2014, the first trading day following the distribution date.
Next week, Timken will mail to its shareholders an information statement with details regarding the separation. In addition, Timken and TimkenSteel officials will share their respective company's strategy and prospects at separate investor meetings to be held Thursday, June 19, in New York City. Real-time, listen-only webcasts of the meetings will be available over the internet at www.timken.com/investors.
About TimkenSteel Corporation
TimkenSteel Corporation (www.timkensteel.com), a Timken Company subsidiary, will become an independent publicly traded company upon its spinoff on June 30 and thereafter trade under the symbol TMST on the New York Stock Exchange. TimkenSteel creates tailored steel products and services for demanding applications, helping customers push the bounds of what's possible within their industries. The company reaches around the world in its customers' products and is a leader in North America in large alloy steel bars (6"+) and seamless mechanical tubing made of its special bar quality steel, as well as supply chain and steel services. Operating from six countries, TimkenSteel posted sales of $1.4 billion in 2013, based on steel segment sales as part of The Timken Company.
About The Timken Company
The Timken Company (NYSE: TKR; www.timken.com) engineers, manufactures and markets Timken® bearings, transmissions, gearboxes, chain and related products, and offers a spectrum of power system rebuild and repair services around the world. The leading authority on tapered roller bearings, Timken today applies its deep knowledge of metallurgy, tribology and power transmission across the broad spectrum of bearings and related systems to improve the reliability and efficiency of machinery and equipment all around the world. Known for its quality products and collaborative technical sales model, Timken posted $3 billion in sales in 2013. With approximately 17,000 people operating from 28 countries, Timken makes the world more productive and keeps industry in motion.
