8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

March 7, 2018

Date of Report (Date of earliest event reported)

 

 

ALTRA INDUSTRIAL MOTION CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33209   61-1478870

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

300 Granite Street, Suite 201

Braintree, Massachusetts

  02184
(Address of principal executive offices)   (Zip Code)

(781) 917-0600

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01 Other Events.

On March 7, 2018, Altra Industrial Motion Corp. (the “Company”) issued a press release announcing its plan to combine with four operating companies from Fortive’s Automation and Specialty platform (the “Proposed Transaction”). A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein. On March 7, 2018, the Company will hold an investor conference call to discuss the Proposed Transaction. The presentation to be used during the call is filed as Exhibit 99.2 to this report and is incorporated by reference herein. The Company also made available on March 7, 2018, on the investor relations section of the Company’s website, the presentation attached as Exhibit 99.3 to this report and incorporated by reference herein.

Forward Looking Statements

This communication contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which reflect Altra’s current estimates, expectations and projections about Altra’s and the Fortive A&S business’s (“Fortive A&S”) future results, performance, prospects and opportunities. Such forward-looking statements may include, among other things, statements about the proposed acquisition of Fortive A&S, the benefits and synergies of the proposed transaction, future opportunities for Altra, Fortive A&S and the combined company, and any other statements regarding Altra’s, Fortive A&S’s or the combined company’s future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition and other expectations and estimates for future periods. Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “would,” “project,” “forecast,” and similar expressions. These forward-looking statements are based upon information currently available to Altra and are subject to a number of risks, uncertainties, and other factors that could cause Altra’s, Fortive A&S’s or the combined company’s actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Important factors that could cause Altra’s, Fortive A&S’s or the combined company’s actual results to differ materially from the results referred to in the forward-looking statements Altra makes in this communication include: the possibility that the conditions to the consummation of the transaction will not be satisfied; failure to obtain, delays in obtaining or adverse conditions related to obtaining shareholder or regulatory approvals; the ability to obtain the anticipated tax treatment of the transaction and related transactions; risks relating to any unforeseen changes to or the effects on liabilities, future capital expenditures, revenue, expenses, synergies, indebtedness, financial condition, losses and future prospects; the possibility that Altra may be unable to achieve expected synergies and operating efficiencies in connection with the transaction within the expected time-frames or at all and to successfully integrate Fortive A&S; expected or targeted future financial and operating performance and results; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintain relationships with employees, customers, clients or suppliers) being greater than expected following the transaction; failure to consummate or delay in consummating the transaction for other reasons; Altra’s ability to retain key executives and employees; slowdowns or downturns in economic conditions generally and in the market for advanced network and service assurance solutions specifically, Altra’s relationships with strategic partners, dependence upon broad-based acceptance of Altra’s network performance management solutions, the presence of competitors with greater financial resources than Altra and their strategic response to our products; the ability of Altra to successfully integrate the merged assets and the associated technology and achieve operational efficiencies; and the integration of Fortive A&S being more difficult, time-consuming or costly than expected. For a more detailed description of the risk factors associated with Altra, please refer to Altra’s Annual Report on Form 10-K for the fiscal year ended December, 31 2017 on file with the Securities and Exchange Commission. Altra assumes no obligation to update any forward-looking information contained in this communication or with respect to the announcements described herein.

Additional Information

This communication does not constitute an offer to buy, or a solicitation of an offer to sell, any securities of Fortive Corporation (“Fortive”), Stevens Holding Company, Inc. (“Newco”) or Altra Industrial Motion Corp. (“Altra”). In connection with the proposed transaction, Altra and Newco will file registration statements with the SEC registering shares of Altra common stock and Newco common stock in connection with the proposed transaction. Altra’s registration statement will also include a proxy statement and prospectus relating to the proposed transaction. Fortive shareholders are urged to read the prospectus that will be included in the registration statements and any other relevant documents when they become available, and Altra shareholders are urged to read the proxy statement and any other relevant documents when they become available, because they will contain important information about Altra, Newco and the proposed transaction. The proxy statement, prospectus and other documents relating to the proposed transaction (when they become available) can also be obtained free of charge from the SEC’s website at www.sec.gov. The proxy statement, prospectus and other documents (when they are available) can also be obtained free of charge from Fortive upon written request to Fortive Corporation, Investor Relations, 6920 Seaway Blvd., Everett, WA 98203, or by calling (425) 446-5000 or upon written request to Altra Industrial Motion Corp., Investor Relations, 300 Granite St., Suite 201, Braintree, MA 02184 or by calling (781) 917 0527.

Participants in the Solicitation

This communication is not a solicitation of a proxy from any security holder of Altra. However, Fortive, Altra and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Altra in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Fortive may be found in its Annual Report on Form 10-K filed with the SEC on February 28, 2018 and its definitive proxy statement relating to its 2017 Annual Meeting filed with the SEC on April 17, 2017. Information about the directors and executive officers of Altra may be found in its Annual Report on Form 10-K filed with the SEC on February 23, 2018, and its definitive proxy statement relating to its 2017 Annual Meeting filed with the SEC on March 24, 2017.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

99.1    Press release of Altra Industrial Motion Corp., dated March 7, 2018 announcing the agreement to combine with Fortive’s Automation & Specialty platform.
99.2    Presentation to be used during the investor conference call on March 7, 2018.
99.3    Presentation made available on the investor relations section of the Company’s website on March 7, 2018


EXHIBIT

INDEX

    
99.1    Press release of Altra Industrial Motion Corp., dated March 7, 2018 announcing the agreement to combine with Fortive’s Automation & Specialty platform.
99.2    Presentation to be used during the investor conference call on March 7, 2018.
99.3    Presentation made available on the investor relations section of the Company’s website on March 7, 2018


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ALTRA INDUSTRIAL MOTION CORP.
   

/s/ Carl R. Christenson

    Name:  

Carl R. Christenson

    Title:   Chairman and Chief Executive Officer

Date: March 7, 2018

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

 

LOGO

Altra Industrial Motion Corp. to Combine with Fortive’s Automation & Specialty Platform to

Create a Global Leader in the Power Transmission and Motion Control Industry

 

    Expands Combined Company’s Product Portfolio to the Higher End of the Technology Continuum with Access to Higher Growth, Higher Margin End Markets and Applications

 

    Creates a Global Business with the Scale to Serve Customers Around the World

 

    Provides Best in Class Business System to Drive Continuous Improvement in Lean Manufacturing, Leadership and Growth

 

    Combined Business Generated Approximately $1.8 Billion in Sales and Approximately $350 Million in EBITDA (Before Synergies) for the Twelve Months Ending December 31, 2017

 

    Expected to Generate Annual Synergies, Vast Majority of Which Are Cost, of More Than $50 Million

 

    Transaction Expected to Be Immediately Accretive to Non-GAAP Adjusted Diluted Earnings per Sharei

 

    Tax-efficient Transaction Structured Partly as a Reverse Morris Trust and Partly as Direct Purchases of Assets and Equity Interests in Certain Fortive Subsidiaries

 

    Combined Company Expected to De-lever Quickly Based on Significant Free Cash Flow Generation ($1+ Billion Over Next Five Years)

 

    Altra and Fortive to Host Joint Conference Call and Webcast Today at 8:30 A.M. ET

BRAINTREE, Mass — March 7, 2018 – Altra Industrial Motion Corp. (NASDAQ: AIMC), a global manufacturer and marketer of electromechanical power transmission and motion control products announced today that its Board of Directors has unanimously approved a definitive agreement to combine Altra with four operating companies from Fortive’s Automation and Specialty platform (“Fortive A&S”) in a transaction, having an estimated aggregate value of approximately $3.0 billion, based on the 20-day volume weighted average stock price of Altra shares as of March 6, 2018. The transaction is expected to be tax free to the companies’ respective shareholders.

Fortive A&S includes the market leading brands of Kollmorgen, Thomson, Portescap, and Jacobs Vehicle Systems. Fortive A&S, excluding the Hengstler and Dynapar assets, generated approximately $907 million in revenue and $220 million in adj. unaudited EBITDA (approximately 24% margins) for the fiscal year ended December 31, 2017.

As a result of this transaction, Altra will significantly expand its position across the technology spectrum by bringing together its strong mechanical and electronic capabilities in engineered power transmission, such as couplings, clutches and brakes and gearing with Fortive A&S’s strong electric, electronic and software content in precision motion control, including engineered servo-motors, direct drive and linear automation. Altra will have increased exposure to higher growth, higher margin categories as well as the scale and global reach to better serve its customers. It will also have an enhanced financial profile, with sales and earnings growth expected to generate substantial free cash flow enabling the company to quickly de-lever.


“This combination creates a focused global leader in the power transmission and motion control industry and is an important next step in our strategy to accelerate growth and build value” said Carl Christenson, Chairman and Chief Executive Officer of Altra. “With Fortive A&S, we gain exposure to industries with attractive secular growth dynamics, including the medical, robotics, factory automation and food and beverage industries. We believe that our significantly expanded position across the technology continuum will uniquely position us to drive innovation and better serve our customers across all markets. We look forward to combining the strengths of our businesses and capitalizing on the opportunities inherent in this transaction to deliver enhanced value to shareholders.”

Fortive’s President and CEO, Jim Lico, said, “We are excited about this powerful and unique opportunity to combine our highly complementary businesses in a transaction that will benefit all Fortive and Altra shareholders, customers and employees. This combination of powerful brands and remarkable people creates an organization well-positioned to capture robust Industry 4.0 growth opportunities.”

Pat Murphy, Senior Vice President of Fortive A&S and Sensing Technologies divisions, said, “We have great respect for Carl Christenson and the Altra team and their commitment to innovation and continuous improvement. This business combination broadens the new company’s portfolio of products, increases its global footprint and creates significant scale to better serve and grow with customers.”

Strategic and Financial Benefits

 

    Creates a leading power transmission and motion control company: The combination of Altra and Fortive A&S creates a focused leader in power transmission and motion control with combined revenue of approximately $1.8 billion, and a portfolio of market leading brands including Boston Gear, Stromag, Bauer Gear Motor, Warner Electric, Kollmorgen, Thomson, Portescap and Jacobs Vehicle Systems. The result is a truly global business with approximately 52 manufacturing facilities, over 25 engineering/service centers and approximately 9,300 employees worldwide.

 

    Expands portfolio of capabilities across the technological spectrum: The combined company expands its presence across the technological spectrum into highly attractive areas, from electromechanical capabilities to precision motion control. Adding engineered servo, direct drive and specialty miniature motor technology along with precision linear automation products and capabilities to Altra’s leading power transmission line-up will enable the combined company to provide a broader suite of solutions to a larger customer base. Including Jacobs Vehicle Systems’ engine braking products with Altra’s already strong clutch brake offering will expand the addressable market and provide a unique portfolio of braking technologies.

 

    Increases exposure to end markets with attractive secular trends: The combined company will maintain broad market coverage, with increased position in higher-growth verticals such as medical, material handling and robotics. The combination also results in reduced exposure to more cyclical end-markets such as mining, renewable energy and oil & gas.

 

    Benefits from a best in class Business System: Fortive A&S employees will bring with them deep experience and knowledge of the Fortive Business System tools to drive continuous improvement in lean manufacturing, leadership and growth to enhance Altra’s ability to achieve its aggressive strategic objectives.

 

   

Establishes attractive financial profile with significant cash flow generation: The transaction will double Altra’s revenue to approximately $1.8 billion and increase its EBITDA to approximately $350 million (before synergies), or 20% margins for the twelve months ended


 

December 31, 2017. The combined company is expected to generate cumulative five-year free cash flows in excess of $1 billion. The transaction is expected to be immediately accretive to non-GAAP adjusted diluted earnings per sharei.

 

    Delivers achievable cost savings to drive synergies: Altra has a proven track record of acquiring and integrating businesses. The combined company will benefit from enhanced strategic flexibility and scale, with compelling opportunities to leverage cost synergies through application of Fortive A&S’s supply chain expertise and Altra’s Operational Excellence Program. The transaction is expected to generate annual cost synergies of $46 million by year four. The combined company will also have the opportunity to expand existing products manufactured by Altra and Fortive A&S into additional geographies and markets, which has the potential to generate revenue synergies resulting in $6 million of additional annual EBITDA by year four.

Management, Board of Directors and Headquarters

Upon close of the transaction, the combined company will continue to be led by Altra’s current Chairman and CEO, Carl Christenson, and Christian Storch will remain CFO. Altra’s senior management team will be expanded to include both Altra and Fortive A&S employees.

Altra will increase the size of its Board with the addition of one board member designated by Fortive.

Altra will remain headquartered in Braintree, Massachusetts. Following completion of the transaction, the combined company is expected to have approximately 9,300 employees worldwide, with approximately 4,600 coming from Altra and 4,700 joining from Fortive A&S.

Transaction Terms and Financing

Total consideration to Fortive and its shareholders is approximately $3.0 billion, including $1.4 billion of cash proceeds and debt reduction for Fortive and $1.6 billion in newly issued Altra common stock to Fortive’s shareholders based on the 20-day volume weighted average stock price of Altra shares as of March 6, 2018.

A portion of the transaction combining Altra with Fortive A&S is structured as a Reverse Morris Trust, in which:

 

    Fortive will contribute a portion of Fortive A&S to a newly created wholly owned subsidiary of Fortive (“Spinco”);

 

    Fortive will distribute the equity interests in Spinco to Fortive shareholders in either a split-off or spin-off transaction; and

 

    Spinco will merge with a wholly owned subsidiary of Altra, as a result of which Spinco will become a wholly owned subsidiary of Altra and Spinco shareholders will receive 35 million shares of Altra common stock.

If Fortive elects a spin-off, all Fortive shareholders will participate pro-rata. If Fortive elects a split-off, Fortive shareholders will have the opportunity to exchange their Fortive shares for shares of Spinco. Fortive will determine which approach it will take prior to closing the transaction.

Upon closing, current Altra shareholders will own approximately 29.4 million shares or 46 percent of the combined company. Approximately 64.4 million of diluted Altra shares are expected to be outstanding upon closing, with Fortive shareholders owning 35.0 million shares or 54 percent of the combined company.

Altra intends to finance the transaction through a combination of cash on hand and new debt, and has received approximately $2.0 billion of committed financing from Goldman Sachs Bank USA subject to customary terms and conditions to facilitate the transaction close. Upon completion of the transaction, Altra is expected to have net debt of approximately $1.7 billion, or net debt/EBITDA of ~4.3x. Altra intends to prioritize debt pay down until leverage metrics return to the 2.0-3.0x net debt/EBITDA range while maintaining its current dividend policy.


Clear Roadmap to Completion

The transaction is expected to close by end of the year, subject to customary closing conditions, including the approval of Altra shareholders, IRS tax ruling and applicable tax opinions, and regulatory approvals.

Advisors

Goldman Sachs & Co. LLC served as financial advisor to Altra and Cravath, Swaine & Moore LLP served as legal counsel to Altra. KeyBanc Capital Markets provided a fairness opinion to the Altra Board of Directors.

Conference Call

The two companies will host a joint conference call today at 8:30 A.M. ET to discuss this transaction, with access via the Internet and telephone. Investors and analysts may participate in the live conference call by dialing (866) 610-1072 (toll-free domestic) or (973) 935-2840 (international); Conference ID: 9088998. A link to the webcast and an investor presentation can be found on the Investor Relations sections of the Altra and Fortive websites at www.altramotion.com and www.fortive.com. A replay of the call will be available for six days starting on Thursday, March 8, 2018 via telephone. The replay can be accessed at (800) 585-8367 (toll-free domestic) or (404) 537-3406 (international); Conference ID: 9088998.

About Altra

Altra Industrial Motion Corp., through its subsidiaries, is a leading global designer, producer and marketer of a wide range of electromechanical power transmission and motion-control products. The Company brings together strong brands covering over 42 product lines with production facilities in twelve countries. Altra’s leading brands include Ameridrives Couplings, Bauer Gear Motor, Bibby Turboflex, Boston Gear, Delroyd Worm Gear, Formsprag Clutch, Guardian Couplings, Huco, Industrial Clutch, Inertia Dynamics, Kilian Manufacturing, Lamiflex Couplings, Marland Clutch, Matrix, Nuttall Gear, Stieber Clutch, Stromag, Svendborg Brakes, TB Wood’s, Twiflex, Warner Electric, Warner Linear, and Wichita Clutch.

About Fortive

Fortive is a diversified industrial growth company comprised of Professional Instrumentation and Industrial Technologies businesses that are recognized leaders in attractive markets. With 2017 revenues of $6.7 billion, Fortive’s well-known brands hold leading positions in field instrumentation, transportation, sensing, product realization, automation and specialty, and franchise distribution. Fortive is headquartered in Everett, Washington and employs a team of more than 26,000 research and development, manufacturing, sales, distribution, service and administrative employees in more than 50 countries around the world. With a culture rooted in continuous improvement, the core of our company’s operating model is the Fortive Business System. For more information please visit: www.fortive.com.

FORWARD LOOKING STATEMENTS

This communication contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which reflect Altra’s current estimates, expectations and projections about Altra’s and the Fortive A&S business’s (“Fortive A&S”) future results, performance, prospects and opportunities. Such forward-looking statements may include, among other things, statements about the proposed acquisition of Fortive A&S, the benefits and synergies of the proposed transaction, future opportunities for Altra, Fortive A&S and the combined company, and any other statements regarding Altra, Fortive A&S’s or the combined company’s future operations,


anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition and other expectations and estimates for future periods. Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “would,” “project,” “forecast,” and similar expressions. These forward-looking statements are based upon information currently available to Altra and are subject to a number of risks, uncertainties, and other factors that could cause Altra’s, Fortive A&S’s or the combined company’s actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Important factors that could cause Altra’s, Fortive A&S’s or the combined company’s actual results to differ materially from the results referred to in the forward-looking statements Altra makes in this communication include: the possibility that the conditions to the consummation of the transaction will not be satisfied; failure to obtain, delays in obtaining or adverse conditions related to obtaining shareholder or regulatory approvals; the ability to obtain the anticipated tax treatment of the transaction and related transactions; risks relating to any unforeseen changes to or the effects on liabilities, future capital expenditures, revenue, expenses, synergies, indebtedness, financial condition, losses and future prospects; the possibility that Altra may be unable to achieve expected synergies and operating efficiencies in connection with the transaction within the expected time-frames or at all and to successfully integrate Fortive A&S; expected or targeted future financial and operating performance and results; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintain relationships with employees, customers, clients or suppliers) being greater than expected following the transaction; failure to consummate or delay in consummating the transaction for other reasons; Altra’s ability to retain key executives and employees; slowdowns or downturns in economic conditions generally and in the market for advanced network and service assurance solutions specifically, Altra’s relationships with strategic partners, dependence upon broad-based acceptance of Altra’s network performance management solutions, the presence of competitors with greater financial resources than Altra and their strategic response to our products; the ability of Altra to successfully integrate the merged assets and the associated technology and achieve operational efficiencies; and the integration of Fortive A&S being more difficult, time-consuming or costly than expected. For a more detailed description of the risk factors associated with Altra, please refer to Altra’s Annual Report on Form 10-K for the fiscal year ended December, 31 2017 on file with the Securities and Exchange Commission. Altra assumes no obligation to update any forward-looking information contained in this communication or with respect to the announcements described herein.

ADDITIONAL INFORMATION

This communication does not constitute an offer to buy, or a solicitation of an offer to sell, any securities of Fortive Corporation (“Fortive”), Stevens Holding Company, Inc. (“Newco”) or Altra Industrial Motion Corp. (“Altra”). In connection with the proposed transaction, Altra and Newco will file registration statements with the SEC registering shares of Altra common stock and Newco common stock in connection with the proposed transaction. Altra’s registration statement will also include a proxy statement and prospectus relating to the proposed transaction. Fortive shareholders are urged to read the prospectus that will be included in the registration statements and any other relevant documents when they become available, and Altra shareholders are urged to read the proxy statement and any other relevant documents when they become available, because they will contain important information about Altra, Newco and the proposed transaction. The proxy statement, prospectus and other documents relating to the proposed transaction (when they become available) can also be obtained free of charge from the SEC’s website at www.sec.gov. The proxy statement, prospectus and other documents (when they are available) can also be obtained free of charge from Fortive upon written request to Fortive Corporation, Investor Relations, 6920 Seaway Blvd., Everett, WA 98203, or by calling (425) 446-5000 or upon written request to Altra Industrial Motion Corp., Investor Relations, 300 Granite St., Suite 201, Braintree, MA 02184 or by calling (781) 917 0527.

PARTICIPANTS IN THE SOLICITATION

This communication is not a solicitation of a proxy from any security holder of Altra. However, Fortive, Altra and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Altra in connection with the proposed transaction


under the rules of the SEC. Information about the directors and executive officers of Fortive may be found in its Annual Report on Form 10-K filed with the SEC on February 28, 2018 and its definitive proxy statement relating to its 2017 Annual Meeting filed with the SEC on April 17, 2017. Information about the directors and executive officers of Altra may be found in its Annual Report on Form 10-K filed with the SEC on February 23, 2018, and its definitive proxy statement relating to its 2017 Annual Meeting filed with the SEC on March 24, 2017.

CONTACT:

Altra Industrial Motion Corp.

Christian Storch, Chief Financial Officer

781-917-0541

Christian.storch@altramotion.com

 

i  Excluding the impact of purchase accounting
EX-99.2

Slide 1

Exhibit 99.2 March 7, 2018 Altra Combination with Fortive A&S Creating a Global Leader in Power Transmission and Motion Control Exhibit 99.2


Slide 2

SEC Disclosure Rules ADDITIONAL INFORMATION This communication does not constitute an offer to buy, or a solicitation of an offer to sell, any securities of Fortive Corporation (“Fortive”), Stevens Holding Company, Inc. (“Newco”) or Altra Industrial Motion Corp. (“Altra”). In connection with the proposed transaction, Altra and Newco will file registration statements with the SEC registering shares of Altra common stock and Newco common stock in connection with the proposed transaction. Altra’s registration statement will also include a proxy statement and prospectus relating to the proposed transaction. Fortive shareholders are urged to read the prospectus that will be included in the registration statements and any other relevant documents when they become available, and Altra shareholders are urged to read the proxy statement and any other relevant documents when they become available, because they will contain important information about Altra, Newco and the proposed transaction. The proxy statement, prospectus and other documents relating to the proposed transaction (when they become available) can also be obtained free of charge from the SEC’s website at www.sec.gov. The proxy statement, prospectus and other documents (when they are available) can also be obtained free of charge from Fortive upon written request to Fortive Corporation, Investor Relations, 6920 Seaway Blvd., Everett, WA 98203, or by calling (425) 446-5000 or upon written request to Altra Industrial Motion Corp., Investor Relations, 300 Granite St., Suite 201, Braintree, MA 02184 or by calling (781) 917 0527. PARTICIPANTS IN THE SOLICITATION This communication is not a solicitation of a proxy from any security holder of Altra. However, Fortive, Altra and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Altra in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Fortive may be found in its Annual Report on Form 10-K filed with the SEC on February 28, 2018 and its definitive proxy statement relating to its 2017 Annual Meeting filed with the SEC on April 17, 2017. Information about the directors and executive officers of Altra may be found in its Annual Report on Form 10-K filed with the SEC on February 23, 2018, and its definitive proxy statement relating to its 2017 Annual Meeting filed with the SEC on March 24, 2017.


Slide 3

Safe Harbor & Non-GAAP Financial Metrics Forward Looking Statements: This communication contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which reflect Altra’s current estimates, expectations and projections about Altra’s and the Fortive A&S business’s (“Fortive A&S”) future results, performance, prospects and opportunities. Such forward-looking statements may include, among other things, statements about the proposed acquisition of Fortive A&S, the benefits and synergies of the proposed transaction, future opportunities for Altra, Fortive A&S and the combined company, and any other statements regarding Altra’s, Fortive A&S’s or the combined company’s future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition and other expectations and estimates for future periods. Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “would,” “project,” “forecast,” and similar expressions. These forward-looking statements are based upon information currently available to Altra and are subject to a number of risks, uncertainties, and other factors that could cause Altra’s, Fortive A&S’s or the combined company’s actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Important factors that could cause Altra’s, Fortive A&S’s or the combined company’s actual results to differ materially from the results referred to in the forward-looking statements Altra makes in this communication include: the possibility that the conditions to the consummation of the transaction will not be satisfied; failure to obtain, delays in obtaining or adverse conditions related to obtaining shareholder or regulatory approvals; the ability to obtain the anticipated tax treatment of the transaction and related transactions; risks relating to any unforeseen changes to or the effects on liabilities, future capital expenditures, revenue, expenses, synergies, indebtedness, financial condition, losses and future prospects; the possibility that Altra may be unable to achieve expected synergies and operating efficiencies in connection with the transaction within the expected time-frames or at all and to successfully integrate Fortive A&S; expected or targeted future financial and operating performance and results; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintain relationships with employees, customers, clients or suppliers) being greater than expected following the transaction; failure to consummate or delay in consummating the transaction for other reasons; Altra’s ability to retain key executives and employees; slowdowns or downturns in economic conditions generally and in the market for advanced network and service assurance solutions specifically, Altra’s relationships with strategic partners, dependence upon broad-based acceptance of Altra’s network performance management solutions, the presence of competitors with greater financial resources than Altra and their strategic response to our products; the ability of Altra to successfully integrate the merged assets and the associated technology and achieve operational efficiencies; and the integration of Fortive A&S being more difficult, time-consuming or costly than expected. For a more detailed description of the risk factors associated with Altra, please refer to Altra’s Annual Report on Form 10-K for the fiscal year ended December, 31 2017 on file with the Securities and Exchange Commission. Altra assumes no obligation to update any forward-looking information contained in this communication or with respect to the announcements described herein.


Slide 4

Today’s Presenters Carl Christenson Chairman & Chief Executive Officer Altra Christian Storch Vice President & Chief Financial Officer Altra Jim Lico President & Chief Executive Officer Fortive Chuck McLaughlin Senior Vice President & Chief Financial Officer Fortive


Slide 5

A Uniquely Compelling and Differentiated Industrial Combination ¹ Combined company 2017 revenues. Expands Presence Across the Technology Spectrum Into Highly Attractive Area From Electrical-Mechanical Capabilities to Precision Motion Control Expertise Increases Exposure to End Markets With Attractive Secular Trends Medical / Robotics / Factory Automation / Food & Beverage A World-Class Business System Leadership / Growth / Lean Manufacturing Attractive Financial Profile of the Combined Company Significant Scale / Strong Margins / Excellent Free Cash Flow Compelling Value Creation Through More Than $50mm of Estimated Synergies Cost and Revenue Synergies / Enhanced Strategic Flexibility Going Forward Global Leader in Power Transmission and Motion Control $1.8bn¹


Slide 6

A Highly Complementary Combination Automation & Specialty A global leader in electromechanical power transmission A leading player globally in multiple automation categories and go-to partner for optimized cost/performance 23 industry-leading brands averaging 75 years of market expertise Four market leading brands Manufactures clutches and brakes, couplings, belted drives, and gearing Manufactures servo motors, electronic drives and controls, miniature motors, linear motion systems, and brakes 30 production facilities, 13 assembly and warehouse locations 22 manufacturing facilities with localized sales and engineering Focused on leveraging operational excellence to drive improvement across the business Technology and innovation driven products with exposure to growing end-markets World-class business system 2017A revenue of $877mm and adj. EBITDA of ~$130mm 2017A revenue of $907mm and adj. unaudited EBITDA of $220mm


Slide 7

Transaction Summary Structure & Consideration Altra to combine with Fortive A&S in a tax-efficient transaction valued at $3.0bn $1.4bn of cash proceeds and debt reduction for Fortive Fortive shareholders to receive 35mm newly issued Altra shares, 54% ownership in the combined entity Newly issued shares represent an equity consideration of $1.6bn¹ Portion of the transaction to be structured as a Reverse Morris Trust; Altra will also directly acquire certain assets and equity interests in Fortive subsidiaries Fortive to execute distribution of new Altra shares through a spin-off or split-off transaction Merged Company Company name: Altra Industrial Motion Corp.; Listing: NASDAQ; Ticker: AIMC Headquarters to remain in Braintree, MA Management Altra CEO, CFO and joint management team to lead the combined entity Board of Directors Altra to enlarge its board and one member designated by Fortive to join the Board Carl Christenson to continue as Chairman of the Board Expected Transaction Benefits Combined EBITDA of ~$350mm (pre-synergies) 20% EBITDA margin, ~500bps of margin expansion (pre-synergies) Over $50mm of identified estimated revenue and cost synergies (fully realized by year 4) Expected to be immediately accretive to Non-GAAP adjusted diluted earnings per share² De-lever quickly, estimated cumulative free cash flow of $1bn+ over next 5 years Timing & Closing Conditions Altra stockholder approval Completion of Fortive A&S Spinco financing Customary closing conditions; IRS tax ruling and applicable tax opinions; regulatory approvals Transaction anticipated to close by end of the year ¹ Based on the 20-day Altra VWAP of $45.20 as of 6-Mar-18. ² Excluding the impact of purchase accounting.


Slide 8

Transaction Benefits for Fortive and its Shareholders Jim Lico President & Chief Executive Officer Fortive


Slide 9

Fortive A&S Is a Leader in Precision Motion Control Solutions Note: Hengstler and Dynapar, Fortive’s encoder brands within the A&S portfolio, are not part of the transaction and will remain a part of Fortive. 2017 Actual Results A World Leader in Rotary Precision Motion Solutions 2017 Revenue Breakdown A World Leader in Linear Motion Solutions A World Leader in High-Efficiency Miniature Motors and Motion Control A World Leader in Heavy-Duty Diesel Engine Brake Systems and Valve Actuation Mechanisms


Slide 10

Majority Ownership of the Highly-Attractive Combined Company Stronger than A&S standalone – a global leader in Power Transmission and Motion Control Strategic partner with proven track record as a public company Post Transaction, Fortive Shareholders Will Own An Industry Leading PTMC Company 54% ownership by Fortive shareholders in combined entity $1.6bn in equity value1 $1.4bn in cash and Fortive debt reduction $3.0bn total implied consideration for Fortive A&S Transaction value represents 13.6x 2017A EV/EBITDA (excluding synergies); 11.0x incl. run-rate synergies¹ Fortive shareholders participate in upside from synergies Tax efficient structure for Fortive and its shareholders Distribution of new Altra shares to Fortive shareholders to be executed either as a split-off or spin-of transaction Proceeds to Fortive increase Fortive M&A capacity Expected close by end of 2018 1 Based on a 20-day Altra VWAP of $45.20 as of 6-Mar-18. Terms of the Transaction Participation in Considerable Expected Value Creation Resulting from Combination More than $50mm of total estimated synergies Strong Cultural Fit Between Both Organizations Minimizes integration risk A great home for Fortive’s employees Proceeds to Fortive Increase Fortive’s M&A Capacity Accelerate portfolio enhancement strategy


Slide 11

Accelerates Portfolio Enhancement Increases Relative Recurring Revenue Content (Software / SaaS / Service) Provides Significant Increase in M&A Capacity Contributes to the Fortive Formula for Value Creation Transaction Is Consistent with Fortive’s Long-Term Portfolio Strategy 1 2 3 4 And… Investment Grade Credit Rating at the Core of What We Do Margin Expansion ~50bps Core OMX Core Revenue Growth GDP/GDP+ Acquisition Growth ~$1B FCF Annually to Start, Spent Primarily on M&A Top Quartile Earnings Growth Strength of Portfolio / Power of FBS / Execution of Strategy Transaction Consistent With Long-Term Strategy Fortive Formula


Slide 12

Rationale for the Combination Carl Christenson Chairman & Chief Executive Officer Altra


Slide 13

DECEMBER 2006 Altra IPO OCTOBER 2016 Acquired Stromag DECEMBER 2013 Acquired Svendborg Brakes FEBRUARY 2011 Acquired Bauer Geared Motors MAY 2006 Acquired Bear Linear APRIL 2004 Genstar purchased Colfax Power Transmission and Kilian Manufacturing to form Altra Accelerates Altra’s Transformation Into a Premier Industrial Company FEBRUARY 2007 Acquired TB Wood’s SEPTEMBER 2012 Acquired Lamiflex OCTOBER 2005 Acquired Hay Hall Group Hay Hall Group JULY 2014 Acquired Guardian Couplings ALTRA HAS A LONG TRACK RECORD OF SUCCESSFULLY INTEGRATING STRATEGIC ACQUISITIONS MARCH 2018 Merger With Fortive A&S


Slide 14

2017A Revenue: $0.9bn A&S Creates a Leading Power Transmission Motion Control Company A Focused Leader in Power Transmission 2017A Revenue: $0.9bn A Focused Leader in Motion Control Combined Company Portfolio of Premium Brands A leader in Power Transmission and Motion Control Adds precision motion and control technology Increases scale, doubles revenue 2017A Revenue: $1.8bn


Slide 15

Altra Focus Moves Altra Up the Technology Spectrum Bearings Chain Drives Belted Drives Adjustable Speed DrivesMotors Sensors Hydraulics Pneumatics Ind. Chemicals Plant Automation Material Handling Std. PT Adjacent Products Source: Industrial Market Information Inc., Channel Marketing Group, PTDA 2016 PTMC Market Size Report, management estimates Power Transmission & Motion Control Industry Basic Electronics Couplings Clutches & Brakes Gearing Std. & Eng. PT Machine Automation Precision Motors / Controls Linear Motion Motion Control Industry Size Transaction significantly expands Power Transmission and Motion Control product coverage, moves Altra into several higher growth and higher margin categories Fortive Focus


Slide 16

Diversifies End-Market Exposure, Increases Exposure to Attractive Markets Broad market coverage Increases position in higher-growth verticals (medical, robotics) Reduces exposure to more cyclical end-markets (mining, oil & gas) Robotic / Precision surgery Hygienic standards Operator-robot collaboration Autonomous mobile robotics Industry 4.0 Precision control & safety requirements Factory Automation Robotics Medical Health & safety requirements Rising global middle class Precision guidance High power density Miniaturization Electronics / sensors proliferation Electronics Aerospace Food & Bev Combined Company Serves Diverse End Markets ~50% of Fortive A&S Exposed to Attractive Secular Trends Combined Entity Revenue Breakdown by End-Market ¹ ¹ 2016 end-market sales based upon internal estimates; pro forma for Altra’s Dec-2016 acquisition of Stromag.


Slide 17

A Global Footprint to Serve Customers Locally 50% North America U.S. Industrial sector strength Leading category positions Strong brands Facility consolidation opportunities Management expects North America to be strong in 2018 31% Europe Well-positioned to capture European revival Recovering macro economy driving improved outlook Strong European footprint with recognized brands Note: Based on estimated pro forma 2017 geographic revenue split. 19% Asia Pacific & ROW Rising GDP and urbanization drives strong industrial demand Best-cost position in India Opportunity for facility consolidations Emission control and regulations driving strong demand in China 25 SERVICE SALES/ENG. CENTERS ~9,000 EMPLOYEES 52 MANUFACTURING FACILITIES


Slide 18

World-Class Business System With Strong Policy Deployment Capabilities LEADERSHIP GROWTH LEAN Combined company will benefit from application of best-in-class business systems Significant engagement with customers to understand their requirements and improvement objectives Engineering teams strive to solve problems and assist in developing new products Continuous improvement culture engrained in both companies On-time delivery Lead time reduction Quality products and services Developing people to excel, grow, and drive continuous improvement


Slide 19

Transaction Financials and Structure Christian Storch Vice President & Chief Financial Officer Altra


Slide 20

Significantly Improved Financial Profile ¹ Does not take into account benefit of synergies. ² Represents unlevered free cash flow calculated as post-tax EBIT + D&A + stock-based comp – capex – increase in net working capital; does not take into account benefit of synergies. Altra 2017 Combined Company Increased Scale Balanced Power Transmission & Motion Control Portfolio ~$0.9bn Power Transmission: 100% ~$1.8bn; ~2x Standalone Power Transmission: 60% Motion Control: 40% Structurally Higher Gross Margins ~32% ~37%¹ + ~500bps¹ Improved EBITDA and % Margin ~$130mm EBITDA ~15% Margins ~$350mm EBITDA¹ ~20% Margins¹ + ~ 500bps¹ Improved Free Cash Flow Generation² ~$66mm $200mm+ $1bn+ cumulative next 5 years Transaction doubles Altra’s revenues and enables ~500 bps EBITDA margin expansion excluding run-rate synergies


Slide 21

Attractive Synergies of More Than $50mm Expected Clearly identified estimated run-rate synergies of more than $50mm Upside from estimated revenue synergies ($20mm revenue, $6mm EBITDA drop through) Strong culture of continuous improvement at each organization to support synergy realization Cost Synergies Revenue Synergies (EBITDA Impact) ¹ Based on synergies amount flowing to EBITDA; includes additional costs associated with revenue synergies; excludes costs to achieve synergies. Costs to Achieve Synergies ~$15 ~$3 ~$6 - Expected Annual Gross Synergies¹ ($mm) Enhanced stockholder value through participation in upside from synergies


Slide 22

Expected Significant Free Cash Flow Enabling Altra to De-lever Quickly Combined Company Net Debt / LTM EBITDA ¹ Estimated Altra Net Debt/LTM EBITDA at close, Including 50% credit for estimated run-rate cost synergies of $46mm. Altra to prioritize debt pay down until leverage metrics return to 2.0-3.0x Net Debt/EBITDA Free cash flow generation: >$1 billion in five years 1 Combined company FY17 margins of 20% (excluding synergies) 2 Significant cash flow generation enables quick de-levering 3


Slide 23

Confidence in Ability to Integrate And Execute on Transaction Benefits Risk Mitigation Benefits Under Altra Ownership Combined business is stable and growing Lower cost structure will improve win rates Increased customer diversification and end-market exposure Cover customers across a broader technology spectrum Enhanced and complementary capabilities to better meet customer needs Altra to build on its significant operational expertise through FBS knowledge Similar cultures between both companies Strengthen customer relationships due to greater product offering Significant expertise successfully integrating acquisitions Fortive A&S employees now aligned in a pure play structure Altra end-markets continue to recover from trough (mining, oil & gas, farm, metals) Expanded professional growth and development opportunities


Slide 24

Summary of Transaction Benefits Creates a Leading Power Transmission and Motion Control Company Moves Altra up the Technology Spectrum Highly Complementary Product Offerings, Capabilities, and End-Markets Improved Financial Profile with Higher Revenue and Earnings Growth and Better Margins Clearly Identified Estimated Cost Synergies; Revenue Synergies Provide Long-Term Upside Expected to De-lever Quickly Based on Significant Free Cash Flow Generation Unique Opportunity to Drive Substantial Value Creation

EX-99.3

Exhibit 99.3

 

LOGO

Altra to Combine with Fortive’s Automation & Specialty Platform Creating a Focused Global Leader in the Power Transmission and Motion Control Industry COMBINED COMPANY BY THE NUMBERS 52 25 9,300 $1.8 B $350 M MANUFACTURING ENGINEERING / EMPLOYEES OF EXPECTED IN EBITDA (BEFORE SYNERGIES) FACILITIES SERVICE CENTERS COMBINED REVENUE FOR THE TWELVE MONTHS ENDING DECEMBER 31, 2017 Expands Altra’s Position Across Technology Spectrum · Addition of Fortive A&S’s four operating companies brings strong electric, electronic and software content in precision motion control Market leading brands, including: Increased Exposure to End Markets with Attractive Secular Trends Increased position in higher Reduced exposure to growth verticals cyclical end-markets Medical, material handling Mining, renewable energy and and robotics oil & gas Attractive Financial Prole · Doubles Altra’s scale · Enhanced pro forma margins · Generated $1.8B in Sales; $350M in EBITDA (before synergies) for twelve months ending December 31, 2017 · Annual synergies of more than $50M by year 4 · Expected combined five-year free cash flow generation in excess of $1B · Expected to be immediately accretive to non-GAAP adjusted diluted EPS1 · Enables combined company to quickly de-lever 1 Excluding the impact of purchase accounting TRANSACTION VALUE $3.0 Billion OWNERSHIP Altra shareholders: 46% Fortive shareholders: 54% $1.4B in cash proceeds & debt reduction for Fortive and $1.6B in Altra common stock Tax-efficient Transaction EXPECTED CLOSING By end of the year HEADQUARTERS Braintree, Massachusetts LEADERSHIP CEO: Carl Christenson; CFO: Christian Storch; Altra’s senior management team to be expanded to include Altra and Fortive A&S current employees Board: Altra will increase the size of its Board with the addition of one board member designated by Fortive Combined company uniquely positioned to drive innovation & better serve customers across all markets


LOGO

Altra to Combine with Fortive’s Automation & Specialty Platform Creating a Focused Global Leader in the Power Transmission and Motion Control Industry A global leader in electromechanical power transmission A leading player globally in multiple automation categories and go-to partner for optimized cost/performance 23 industry-leading brands averaging 75 years of market Four market leading brands expertise Manufactures clutches and brakes, couplings, belted Manufactures servo motors, electronic drives and controls, drives, and gearing miniature motors, linear motion systems, and brakes 30 production facilities, 13 assembly and warehouse 22 manufacturing facilities with localized sales and locations engineering Focused on leveraging operational excellence to drive Technology and innovation driven products with exposure improvement across the business to growing end-markets World-class business system 2017A revenue of $877M and adj. EBITDA of 2017A revenue of $907M and adj. unaudited approximately $130M EBITDA of $220M FORWARD LOOKING STATEMENTS This communication contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which reflect Altra’s current estimates, expectations and projections about Altra’s and the Fortive Automation and Specialty business’s (“Fortive A&S”) future results, performance, prospects and opportunities. Such forward-looking statements may include, among other things, statements about the proposed acquisition of Fortive A&S, the benefits and synergies of the proposed transaction, future opportunities for Altra, Fortive A&S and the combined company, and any other statements regarding Altra’s, Fortive A&S’s or the combined company’s future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition and other expectations and estimates for future periods. Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “would,” “project,” “forecast,” and similar expressions. These forward-looking statements are based upon information currently available to Altra and are subject to a number of risks, uncertainties, and other factors that could cause Altra’s, Fortive A&S’s or the combined company’s actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Important factors that could cause Altra’s, Fortive A&S’s or the combined company’s actual results to differ materially from the results referred to in the forward-looking statements Altra makes in this communication include: the possibility that the conditions to the consummation of the transaction will not be satisfied; failure to obtain, delays in obtaining or adverse conditions related to obtaining shareholder or regulatory approvals; the ability to obtain the anticipated tax treatment of the transaction and related transactions; risks relating to any unforeseen changes to or the effects on liabilities, future capital expenditures, revenue, expenses, synergies, indebtedness, financial condition, losses and future prospects; the possibility that Altra may be unable to achieve expected synergies and operating efficiencies in connection with the transaction within the expected time-frames or at all and to successfully integrate Fortive A&S; expected or targeted future financial and operating performance and results; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintain relationships with employees, customers, clients or suppliers) being greater than expected following the transaction; failure to consummate or delay in consummating the transaction for other reasons; Altra’s ability to retain key executives and employees; slowdowns or downturns in economic conditions generally and in the market for advanced network and service assurance solutions specifically, Altra’s relationships with strategic partners, dependence upon broad-based acceptance of Altra’s network performance management solutions, the presence of competitors with greater financial resources than Altra and their strategic response to our products; the ability of Altra to successfully integrate the merged assets and the associated technology and achieve operational efficiencies; and the integration of Fortive A&S being more difficult, time-consuming or costly than expected. For a more detailed description of the risk factors associated with Altra, please refer to Altra’s Annual Report on Form 10-K for the fiscal year ended December, 31 2017 on file with the Securities and Exchange Commission. Altra assumes no obligation to update any forward-looking information contained in this communication or with respect to the announcements described herein. ADDITIONAL INFORMATION This communication does not constitute an offer to buy, or a solicitation of an offer to sell, any securities of Fortive Corporation (“Fortive”), Stevens Holding Company, Inc. (“Newco”) or Altra Industrial Motion Corp. (“Altra”). In connection with the proposed transaction, Altra and Newco will file registration statements with the SEC registering shares of Altra common stock and Newco common stock in connection with the proposed transaction. Altra’s registration statement will also include a proxy statement and prospectus relating to the proposed transaction. Fortive shareholders are urged to read the prospectus that will be included in the registration statements and any other relevant documents when they become available, and Altra shareholders are urged to read the proxy statement and any other relevant documents when they become available, because they will contain important information about Altra, Newco and the proposed transaction. The proxy statement, prospectus and other documents relating to the proposed transaction (when they become available) can also be obtained free of charge from the SEC’s website at www.sec.gov. The proxy statement, prospectus and other documents (when they are available) can also be obtained free of charge from Fortive upon written request to Fortive Corporation, Investor Relations, 6920 Seaway Blvd., Everett, WA 98203, or by calling (425) 446-5000 or upon written request to Altra Industrial Motion Corp., Investor Relations, 300 Granite St., Suite 201, Braintree, MA 02184 or by calling (781) 917 0527. PARTICIPANTS IN THE SOLICITATION This communication is not a solicitation of a proxy from any security holder of Altra. However, Fortive, Altra and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Altra in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Fortive may be found in its Annual Report on Form 10-K filed with the SEC on February 28, 2018 and its denitive proxy statement relating to its 2017 Annual Meeting filed with the SEC on April 17, 2017. Information about the directors and executive officers of Altra may be found in its Annual Report on Form 10-K filed with the SEC on February 23, 2018, and its definitive proxy statement relating to its 2017 Annual Meeting filed with the SEC on March 24, 2017.