DOVER Corp
Items (2)
Item 1.01 Entry into a Material Definitive Agreement On July 21, 2024, Dover Corporation (the “ Company”) entered into a Transaction Agreement (the “ Transaction Agreement”) with Terex Corporation, a Delaware corporation (“ Purchaser”), pursuant to which, subject to the satisfaction of the conditions set forth in the Transaction Agreement, the Company has agreed to sell to Purchaser the Company’s businesses comprising the Environmental Solutions Group (the “Business”) for $2,000,000,000 in cash, subject to customary transaction adjustments in accordance with the Transaction Agreement (the “ Transaction”).
Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Description No. ───────────────────────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Cautionary Statement Regarding Forward Looking Statements This Current Report on Form8-Kcontains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements in this document other than statements of historical fact are statements that are, or could be deemed, “forward-looking” statements. Forward-looking statements are based on current expectations and are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control. Factors that could cause actual results to differ materially from current expectations include, among other things: (i) the parties’ ability to meet expectations regarding the timing, completion (if at all), accounting and tax treatment of the proposed transaction including (x) any failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the proposed transaction and (y) the possibility of unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies impacting the value, timing or pursuit of the proposed transaction, (ii) general economic conditions and conditions in the particular markets in which we operate; (iii) supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and freight logistics; (iv) the impacts of natural or human-induced disasters, acts of war, terrorism, international conflicts, and public health crises on the global economy and on our customers, suppliers, employees, business and cash flows; and (v) other risks to the Company’s business and operations; each as further discussed in the documents we file with the Securities and Exchange Commission, including our Annual Report on Form10-Kfor the year ended December 31, 2023, and our Quarterly Reports on Form10-Qand Current Reports on Form8-K. These documents are available from the Securities and Exchange Commission, and on our website, dovercorporation. com. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.