Colfax Corporation (“Colfax” or the “Company”) (NYSE:CFX), a leading diversified technology company, announced today 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 (the “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 (the “Common Stock”), 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 our Common Stock by the selected reverse stock split ratio.
Colfax 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 (“ESAB”), and its specialty medical technology businesses, which will operate under the new name Enovis Corporation (“Enovis”). 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.
Colfax 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 (the “SEC”).
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.
