ITT Corporation’s directors has approved the distribution to its shareholders of all the outstanding shares of Exelis Inc., its Defense and Information Solutions business, which will also be known as ITT Exelis, and Xylem Inc., its Water Technology and Services business, which will result in three distinct, publicly traded companies. Each ITT shareholder of record as of the close of business on October 17, 2011, the record date for the distribution, will receive on the distribution date one share of ITT Exelis common stock and one share of Xylem common stock for each share of ITT common stock held as of the record date. The ITT Board also approved a 1-to-2 reverse stock split for ITT, which will become effective after market close on October 31, 2011, the distribution date for the spinoffs.
“By operating as three independent companies, we believe the new ITT Xylem and ITT Exelis will each be able to leverage our shared history of innovation while being better positioned to capitalize on new opportunities in their respective markets,” said Steve Loranger, chairman, president and chief executive officer of ITT, in a prepared statement. “We believe this transaction will allow all three companies to drive growth and deliver significant value to all of our shareholders. I would like to thank our dedicated employees, who have worked hard to make this important transaction a reality. We look forward to completing the final steps in this process and embarking on new and exciting chapters for the new ITT, Xylem and ITT Exelis.”
Following the spinoffs, all three companies will be listed on the New York Stock Exchange. ITT shares will continue to trade on the NYSE under the ticker symbol “ITT.” ITT Exelis shares will trade under the symbol “XLS,” while Xylem shares will trade under the symbol “XYL.” ITT expects that on or about October 13, 2011, shares of ITT Exelis and Xylem will trade on a “when issued” basis and that “when distributed” trading in ITT shares will commence alongside “regular way” trading for ITT shares. ITT Exelis and Xylem will begin “regular way” trading on November 1, 2011, at which time “regular way” trading in ITT shares will reflect both the distribution of the ITT Exelis and Xylem shares and the reverse stock split.
The ITT board of directors has approved the distribution of all of the issued and outstanding shares of ITT Exelis and Xylem common stock on October 31, 2011 (the “distribution date”) to ITT shareholders of record as of the close of business on October 17, 2011 (the “record date”). Upon such distribution, ITT shareholders will own 100 percent of the common shares of ITT Exelis and Xylem.
ITT currently has approximately 185 million shares outstanding. Based on the one-for-one distribution ratio for each spinoff, approximately 185 million shares of ITT Exelis common stock and approximately 185 million shares of Xylem common stock will be distributed to ITT shareholders.
The ITT board of directors also approved a 1-to-2 reverse stock split for the new ITT, which will become effective following the market close on October 31, 2011, the distribution date. Under the reverse stock split, every two common shares of ITT will be converted into one common share of ITT. As a result, ITT will have approximately 92.5 million common shares outstanding after the reverse stock split. ?
ITT shareholders who sell their shares of ITT common stock in the “regular way” market prior to or on the distribution date will also be selling their right to receive the distribution of shares of ITT Exelis common stock and Xylem common stock. Shareholders are encouraged to consult with their financial advisors regarding the specific implications of selling ITT common stock.
- Frank T. MacInnis, chairman of the ITT board, former chief executive officer, EMCOR Group, Inc., and an ITT director since 2001.
- G. Peter D’Aloia, former senior vice president and chief financial officer, American Standard Companies, Inc., who will become an ITT director effective upon completion of the spinoffs.
- Donald DeFosset, Jr., former chairman, James Hardie Industries N.V., who will become an ITT director effective upon completion of the spinoffs.
- Christina A. Gold, former chief executive officer, The Western Union Company, and an ITT director since 1997.
- Paul J. Kern, senior counselor of The Cohen Group, and an ITT director since 2008.
- Denise L. Ramos, who will become ITT’s chief executive officer and president effective upon the completion of the spinoffs and who is currently ITT’s chief financial officer.
- Linda S. Sanford, senior vice president, Enterprise Transformation, IBM, and an ITT director since 1998.
- Markos I. Tambakeras, former chairman, president and chief executive officer, Kennametal, Inc., and an ITT director since 2001.
Biographical information on each of the above board members may be found at www.itt.com/transformation. Board members for ITT Exelis and Xylem will include the individuals listed in each company’s information statement filed with the SEC, as well as additional board members to be announced shortly.
For more information on ITT Exelis and Xylem, see www.itt.com/transformation.