Your attention is directed to the following:
1. Fortive is offering to exchange all shares of Newco common stock that are owned by Fortive for shares of Fortive common stock that are validly tendered and not properly withdrawn prior to the expiration of the exchange offer. For each $100 of Fortive common stock accepted in the exchange offer, you will receive approximately $108.70 of shares Newco common stock, subject to a limit of 2.3203 shares of Newco common stock per share of Fortive common stock. See the section in the Prospectus entitled “The Exchange Offer—Terms of this Exchange Offer—Upper Limit.” The exchange offer does not provide for a minimum exchange ratio. IF THE UPPER LIMIT IS IN EFFECT, YOU WILL RECEIVE LESS THAN $108.70 OF SHARES OF NEWCO COMMON STOCK FOR EACH $100 OF FORTIVE COMMON STOCK THAT YOU TENDER, AND YOU COULD RECEIVE MUCH LESS.
The value of Fortive common stock and Newco common stock will be determined by Fortive by reference to the simple arithmetic average of the daily volume-weighted average prices on each of the Valuation Dates (as defined in the Prospectus), of Fortive common stock on the New York Stock Exchange and Altra common stock on the NASDAQ Global Market on each of the last three full trading days of the exchange offer period ending on and including the third full trading day prior to the expiration of the exchange offer, as it may be voluntarily extended.
2. Fortive’s obligation to exchange shares of Newco common stock for shares of Fortive common stock is subject to certain conditions, as described in the Prospectus, which you should review in detail.
3. Shares of Fortive common stock validly tendered pursuant to this exchange offer may be withdrawn at any time before 8:00 a.m., New York City time, on the expiration date of the exchange offer and, unless Fortive has previously accepted such shares pursuant to this exchange offer, may also be withdrawn at any time after the expiration of 40 business days from the commencement of this exchange offer. Once Fortive accepts Fortive common stock pursuant to this exchange offer, your tender is irrevocable.
4. Tendering stockholders who fail to complete and sign the IRS FormW-9 included in the Letter of Transmittal or submit the applicable complete IRS FormW-8, as applicable, may be subject to U.S. federal backup withholding applicable to the gross proceeds payable to such stockholders or other payee pursuant to the exchange offer.
The exchange offer is made solely by means of the Prospectus and the enclosed Letter of Transmittal and is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of Fortive common stock in any jurisdiction in which the offer, sale or exchange is not permitted. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by the exchange offer are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the exchange offer presented does not extend to you.
If you wish to have us tender any or all of your shares of Fortive common stock, please complete, sign, detach and return to us the instruction form on the reverse side of this letter hereof. An envelope to return your instruction form to us is enclosed. If you authorize tender of your shares of Fortive common stock, all such shares will be tendered unless otherwise specified on the instruction form. Your instruction form should be forwarded to us in ample time to permit us to submit a tender on your behalf by the date of expiration of the exchange offer.
The exchange offer and withdrawal rights will expire at 8:00 a.m., New York City time, on September 26, 2018, unless the exchange offer is extended or terminated.
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