| 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”).
Consummation of the Transaction is subject to the satisfaction or waiver of certain customary mutual closing conditions, including (i) the absence of any governmental order or injunction that would make illegal or prohibit the Transaction and (ii) the expiration or termination of the required waiting period (and any extensions thereof) under the Hart-Scott-Rodino Act, as amended. The obligation of each party to consummate the Transaction is also conditioned upon the other party’s representations and warranties being true and correct (subject to certain materiality exceptions) and the other party having performed in all material respects its obligations under the Transaction Agreement.
The Transaction Agreement contains representations, warranties and covenants of the Company and Purchaser generally customary for a transaction of this type. The Transaction Agreement also provides for customary indemnification related to liabilities intended to be assumed by Purchaser or retained by the Company and other matters. The Company and Purchaser also agreed to use their reasonable best efforts to cause the Transaction to be consummated and to obtain any required regulatory approvals.
The Transaction Agreement contains certain termination rights, including, among others, (i) for the Company and Purchaser, if the Transaction is not consummated on or before April 21, 2025 and (ii) for the Company and Purchaser, if any of the other party’s representations and warranties fails to be true and correct or the other party breaches or fails to perform its covenants or other agreements, in each case, such that a closing condition fails to be satisfied.
The foregoing description of the Transaction Agreement is subject to, and qualified in its entirety by reference to, the full text of the Transaction Agreement. A copy of the Transaction Agreement will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2024. The above description is not intended to provide any other factual information about the Company, Purchaser or the Business sold by the Company under the Transaction Agreement. In particular, the assertions embodied in the representations and warranties in the Transaction Agreement were made as of a specified date, are modified or qualified by information in a confidential disclosure schedule prepared in connection with the execution and delivery of the Transaction Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Transaction Agreement are not necessarily characterizations of the actual state of facts about the Company, Purchaser, or the Business sold by the Company under the Transaction Agreement at the time they were made or otherwise and should only be read in conjunction with the other information that the Company and Purchaser make publicly available in reports, statements and other documents filed with the U.S. Securities and Exchange Commission.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
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Exhibit No. | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
