Fortune Brands Announces Details For Spin-off Of Home & Security Unit And Completion Of Business Separation
Fortune Brands, Inc. (NYSE: FO) today announced that its board of directors has approved final plans to separate the company’s businesses and that it expects to spin off the Fortune Brands Home & Security business after the close of business on October 3, 2011. Following the spin-off, Fortune Brands will change its name to Beam and operate as a pure-play spirits company.
The spin-off remains conditioned on the SEC declaring effective the Registration Statement on Form 10 filed by Fortune Brands Home & Security, as well as authorization by the New York Stock Exchange and other conditions described in the Information Statement included in the Form 10.
In connection with the separation plan:
- Fortune Brands will receive a cash dividend of $500 million from Fortune Brands Home & Security prior to the spin-off.
- Fortune Brands will distribute to its stockholders all of its shares of Fortune Brands Home & Security by means of a share dividend. Except for cash received in lieu of fractional shares, the distribution will not be taxable to U.S. shareholders of Fortune Brands for U.S. income tax purposes.
- Fortune Brands stockholders will receive one share of Fortune Brands Home & Security for each share of Fortune Brands outstanding as of the record date, 5:00 PM Central Time on September 20, 2011, and retained through the distribution date, October 3, 2011. Home & Security will trade independently on the New York Stock Exchange as of October 4 th under the ticker symbol FBHS.
- Fortune Brands’ shares will begin trading under the ticker symbol BEAM as of October 4 th. As previously announced, the ticker symbol FO will be discontinued.
- Fortune Brands expects that a “when-issued” public trading market for both Beam and Fortune Brands Home & Security common stock will begin on or about September 16, 2011, and will continue through the distribution date.
- Shares of Fortune Brands common stock will continue to trade “regular way” on the New York Stock Exchange under the symbol FO through the distribution date. Any holders of shares of Fortune Brands common stock who sell their Fortune Brands shares “regular way” on or before the distribution date will also be selling their right to receive shares of Home & Security common stock in connection with the spin-off. Investors are encouraged to consult with their financial advisors regarding the specific implications of selling their shares of Fortune Brands common stock on or prior to the distribution date.
“The separation of Fortune Brands’ businesses will give shareholders a compelling opportunity to participate in the significant upside potential we see in both Beam and Fortune Brands Home & Security,” said Bruce Carbonari, chairman and chief executive officer of Fortune Brands. “With their competitive, financial and organizational strengths, we believe each business is well positioned to continue outperforming in the marketplace and generate significant long-term value for shareholders. We are extremely pleased with the progress of our separation plan – we’re in the home stretch, the teams at both Beam and Fortune Brands Home & Security are ready, and we’re looking forward to bright and prosperous futures for two great companies.”
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