Adient Files SEC Form 10 for Planned Spin-off from Johnson Controls
Separation will create two strong companies with promising growth potential
MILWAUKEE, April 27, 2016 /PRNewswire/ — Johnson Controls (NYSE: JCI) today announced that Adient filed its initial Form 10 Registration Statement ("Form 10") with the U.S. Securities and Exchange Commission ("SEC"). The filing of the Form 10 is a significant milestone in the separation of the automotive seating and interiors businesses from Johnson Controls and the creation of Adient. The separation will create two separate, publicly traded companies, each of which will be able to focus exclusively on its own businesses and distinct needs, enhancing the long-term performance of each company.
"Today’s filing signifies an important step in the spin-off of the Johnson Controls automotive seating and interiors businesses into the new, independent Adient," said incoming Adient Chairman and Chief Executive Officer R. Bruce McDonald. "Adient will be the world’s largest automotive seating supplier. As an independent public company, we will have the flexibility to invest in our core business and rapidly capitalize on emerging automotive trends. With a strong focus on innovation and operational excellence on a global scale, and driven by a strong management team, we will be positioned to provide unparalleled service to our customers."
Adient will be the global leader in the $60 billion market for automotive seating, with more than 230 locations in 33 countries, approximately 75,000 employees and a leading position in China. With $20 billion in consolidated annual revenues, Adient will deliver 25 million seating systems used on more than 360 vehicle nameplates around the globe. Adient is organized under the laws of England and Wales and will have corporate offices in Milwaukee, Wisconsin; Plymouth, Michigan; Burscheid, Germany; and Shanghai, China.
Johnson Controls is a global diversified technology and industrial leader serving customers in more than 150 countries. The company will continue to create quality products, services and solutions to optimize energy and operational efficiencies of buildings, lead-acid automotive batteries and advanced batteries for hybrid and electric vehicles.
As previously announced, Johnson Controls intends to spin off its automotive seating and interiors business to the Johnson Controls shareholders. Subject to the approval of the Johnson Controls Board of Directors, on the distribution date, each Johnson Controls shareholder will receive one Adient ordinary share for every ten shares of Johnson Controls held at the close of business on the record date for the distribution. Johnson Controls shareholders will receive cash in lieu of any fractional Adient ordinary shares that they would have received after application of this ratio. The Form 10 includes important information about the spin-off and Adient, including Adient’s business and results of operations and risks related to the spin-off.
Completion of the spin-off is subject to a number of conditions, including, among others, effectiveness of the Form 10 and other customary conditions. The spin-off remains subject to final approval of the Johnson Controls Board of Directors.
Adient’s Expected Board of Directors
The Form 10 includes the expected composition of Adient’s Board of Directors. After completion of the spin-off, Adient’s Board of Directors is expected to be comprised of eight members, six of whom are named in the filing. Three Johnson Controls board members are moving to Adient. Including Chairman and CEO R. Bruce McDonald, the Adient Board of Directors will comprise:
- John M. Barth. Mr. Barth has extensive experience in the automotive industry and leading public companies as the chairman of Johnson Controls from 2004 to 2007 and chief executive officer from 2002 to 2007. Mr. Barth will serve as the Adient lead director.
- Julie L. Bushman. Ms. Bushman has served as a director of Johnson Controls since 2012. She is currently the senior vice president, business transformation and information technology of 3M Company and has served in that role since 2013.
- Raymond L. Conner. Mr. Conner has served as a director of Johnson Controls since 2013. Mr. Conner is currently the vice chairman of The Boeing Company and president and chief executive officer of Boeing Commercial Airplanes and has served in those roles since 2013 and 2012, respectively.
- Richard Goodman. Mr. Goodman has served as a director of Johnson Controls since 2008. He also serves as a director and as the chair of the audit committee and member of the nominating and governance committee of Kindred Healthcare, chair of the audit committee and member of the compensation and benefits committee of The Western Union Company and chair of the Audit Committee of Toys "R" Us.
- Frederick A. Henderson. Mr. Henderson is currently the chairman and chief executive officer of SunCoke Energy and of SunCoke Energy Partners GP, and has served in those roles since 2010 and 2012, respectively. He was President and CEO of General Motors during 2009, President and COO of General Motors from 2008-2009, and Vice Chairman and CFO of General Motors from 2006-2008.
About Johnson Controls:
Johnson Controls is a global diversified technology and industrial leader serving customers in more than 150 countries. Our 150,000 employees create quality products, services and solutions to optimize energy and operational efficiencies of buildings; lead-acid automotive batteries and advanced batteries for hybrid and electric vehicles; and seating components and systems for automobiles. Our commitment to sustainability dates back to our roots in 1885, with the invention of the first electric room thermostat. Through our growth strategies and by increasing market share we are committed to delivering value to shareholders and making our customers successful. In 2016, Corporate Responsibility Magazine recognized Johnson Controls as the #17 company in its annual "100 Best Corporate Citizens" list. For additional information, please visit http://www.johnsoncontrols.com or follow us @johnsoncontrols on Twitter.
Cautionary Statement Regarding Forward-Looking Statements
Johnson Controls, Inc. has made statements in this document that are forward-looking and, therefore, are subject to risks and uncertainties. All statements in this document other than statements of historical fact are statements that are, or could be, "deemed "forward-looking statements"" within the meaning of the Private Securities Litigation Reform Act of 1995. In this document, statements regarding Johnson Controls” or the combined company’s future financial position, sales, costs, earnings, cash flows, other measures of results of operations, capital expenditures or debt levels and plans, objectives, outlook, targets, guidance or goals are forward-looking statements. Words such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "should," "forecast," "project" or "plan" or terms of similar meaning are also generally intended to identify forward-looking statements. Johnson Controls cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Johnson Controls control, that could cause Johnson Controls’ actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: uncertainties as to the timing of the spin-off and whether it will be completed, the possibility that various closing conditions for the spin-off may not be satisfied or waived, the expected tax treatment of the spin-off, the impact of the spin-off on the businesses of Johnson Controls and Adient, the ability of both companies to meet debt service requirements, the availability and terms of financing and expectations of credit rating, the risk that disruptions from the spin-off will harm Johnson Controls’ business, competitive responses to the spin-off, general economic and business conditions that affect Johnson Controls and Adient following the spin-off, the strength of the U.S. or other economies, automotive vehicle production levels, mix and schedules, energy and commodity prices, the availability of raw materials and component products, currency exchange rates, and cancellation of or changes to commercial arrangements. A detailed discussion of risks related to Johnson Controls’ business is included in the section entitled "Risk Factors" in Johnson Controls” Annual Report on Form 10-K for the fiscal year ended September 30, 2015 filed with the SEC on November 18, 2015 and available at www.sec.gov and www.johnsoncontrols.com under the "Investors" tab. Shareholders, potential investors and others should consider these factors in evaluating the forward-looking statements and should not place undue reliance on such statements. The forward-looking statements included in this document are only made as of the date of this document, unless otherwise specified, and, except as required by law, and Johnson Controls assumes no obligation, and disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this document.
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SOURCE Johnson Controls