TheChek News Flow

BFW 01/29 21:04 Manitowoc to Split Into Two Companies
BN 01/29 21:14 *MANITOWOC TO AMEND BY-LAWS TO ELIMINATE CLASSIFIED BOARD
BN 01/29 21:02 *MANITOWOC SEES SEPARATION OF CRANES & FOODSERVICE
BN 01/29 21:01 *MANITOWOC SEES SPIN-OFF COMPLETED IN 1Q OF '16
BFW 01/29 21:01 *MANITOWOC TO SEPARATE INTO TWO INDEPENDENT PUBLICLY-TRADED COS.
BN 01/29 21:01 *MANITOWOC SEES TAX-FREE SPIN-OFF OF FOODSERVICE BUSINESS
BN 01/29 21:01 *MANITOWOC SEES SEPARATION THROUGH TAX-FREE SPIN-OFF
BN 01/29 21:01 *MANITOWOC TO SEPARATE INTO TWO INDEPENDENT PUBLICLY-TRADED COS.
BN 01/29 21:01 * MANITOWOC CO. REPORTS INTENT TO SEPARATE INTO TWO INDEPENDENT

The Manitowoc Company Announces Intent to Separate Into Two Independent Publicly-Traded Companies
2015-01-29 21:01:00.236 GMT

The Manitowoc Company Announces Intent to Separate Into Two Independent
Publicly-Traded Companies

Separation Expected to Generate Value for Shareholders by Creating Two Strong,
Industry-Leading Companies

Accelerates Fourth Quarter and Full Year 2014 Financial Results Conference
Call in Order to Discuss Separation; Call to be Held Today at 6:00 p.m. EST

Business Wire

MANITOWOC, Wis. -- January 29, 2015

The Manitowoc Company, Inc. (NYSE: MTW) (“Manitowoc” or the “Company”) today
announced that its Board of Directors has approved a plan to pursue a
separation of the Company's Cranes and Foodservice businesses into two
independent, publicly-traded companies. The Company currently anticipates
effecting the separation through a tax-free spin-off of the Foodservice
business and expects the spin-off to be completed in the first quarter of
2016, creating two separate, industry-leading companies with distinct
enterprise strategies.

“Manitowoc’s management team and our Board of Directors regularly evaluate and
explore opportunities to optimize the Company’s performance and create value
for shareholders,” commented Glen E. Tellock, chairman and chief executive
officer of the Company. “Manitowoc has taken and continues to take actions to
enhance returns, including margin expansion initiatives, re-investment in our
businesses, and utilization of our free cash flow to de-lever our balance
sheet. We believe the separation of Cranes and Foodservice will position these
businesses to take advantage of anticipated long-term improvement in demand
and other opportunities in their respective markets.”

Tellock continued, “Over the past several years, we have transformed Manitowoc
and worked to build two strong business platforms within one enterprise, and
each business enjoys global leadership and is positioned for sustainable
growth and value creation. After a comprehensive evaluation, including a
thorough review of the current and projected operating environments for the
two segments, we have determined that the Cranes and Foodservice businesses
are best-suited to realize their full potential on a standalone basis.”

Two Industry-Leading, Independent Public Companies with Distinct Strengths

The Cranes business, which reported annual revenue of $2.3 billion in the
twelve-month period ended December 31, 2014, is one of the world’s largest
providers of lifting equipment for the global construction industry, including
lattice-boom cranes, tower cranes, mobile telescopic cranes, and boom trucks.
The business holds leading market positions and highly recognized brands,
including Manitowoc, Grove, National Crane, Potain, Shuttlelift and Crane Care
brand names. The business operates 37 facilities in 18 countries and generates
nearly 60% of its revenue from non-U.S. markets. Through its extensive global
footprint, strategic focus on product innovation, and strong after-market
support, the Cranes business is well-positioned to take advantage of expected
improving demand in the residential and non-residential construction markets
to generate long-term growth in revenue and net income.

The Foodservice business, which reported annual revenue of $1.6 billion in the
twelve-month period ended December 31, 2014, is one of the world’s leading
innovators and manufacturers of commercial foodservice equipment serving the
ice, beverage, refrigeration, food prep, and cooking needs of restaurants,
convenience stores, hotels, hospitals, and other institutions. The business
has a worldwide network of 120 distributors serving dozens of well-recognized
restaurant chains. The business promotes more than 24 industry-leading brands,
including Manitowoc, Garland, Convotherm, Cleveland, Lincoln, Merrychef,
Frymaster, Delfield, Kolpak, Kysor Panel, Servend, Multiplex, KitchenCare,
Inducs, Koolaire and Manitowoc Beverage System, and has a global presence that
spans five continents and more than 80 countries. Through its broad range of
innovative products, expansion of its global network, and launch of
sustainability initiatives, the Foodservice business is expected to enhance
profitability and generate strong cash flow.

Benefits

The Company determined to pursue the separation of the two businesses in order
to:

* Position each business to pursue individual strategies as market
conditions improve;
* Enable each business to attract a long-term investor base appropriate for
the particular operational and financial characteristics of each entity;
* Enable investors to value each company separately; and
* Enhance the flexibility of each business to pursue distinct capital
structures and capital allocation strategies to meet the individual needs
of each business.

Manitowoc expects to continue to execute its stated strategy and capital
allocation plans as management works through the execution of the separation,
resulting in further deleveraging from now until completion of the
transaction. As a result, Manitowoc expects each independent company to have a
capital structure and credit rating consistent with that of Manitowoc today.

Transaction Information

Additional information on structure, management, governance, and other
significant matters will be provided at a later date. The proposed separation
is subject to customary conditions, including receipt of legal opinions
concerning the tax-free nature of the transaction, effectiveness of
appropriate filings with the Securities and Exchange Commission, and final
approval by the Company's Board of Directors.

The Company notes that there can be no assurance that a separation will
ultimately occur or, if one does occur, as to its terms or timing. Any
transaction of this type is dependent on numerous factors that include the
macroeconomic environment, credit markets, and equity markets.

Governance Enhancements

Manitowoc also announced today that the Board has approved amendments to the
Company’s by-laws to eliminate its classified board structure on a phased-in
basis commencing with the elections occurring at the Company’s 2015 Annual
Meeting of Shareholders. It is also expected that the spun-off business will
have an annually elected Board of Directors upon completion of the separation
and an overall corporate governance structure that is in line with best
practices.

Currently, the Manitowoc Board is divided into three classes, with each
director class serving a staggered term of three years. Under the terms of the
declassification, all current directors would serve the remainder of their
terms and thereafter become subject to election each year by shareholders. The
change would go into effect beginning with those directors whose terms expire
at the 2015 Annual Meeting. As of the 2017 Annual Meeting, all Board members
will be subject to annual election.

“The Board regularly reviews its corporate governance practices to ensure it
is operating efficiently, effectively, and in the best interests of
shareholders,” said Tellock. “We believe that strong governance practices help
support value creation and that now is the appropriate time to enhance our
governance and ensure that our investors have a regular opportunity to express
their confidence in the performance of the Board and management. The Board
believes that this action is in the best interest of the Company and its
shareholders.”

Advisors

Goldman, Sachs & Co. is serving as financial advisor and Foley & Lardner LLP
and Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisors to
the Company.

Investor Conference Call

Today at 6:00 p.m. ET (5:00 p.m. CT), Manitowoc’s senior management will
review the proposed separation as well as discuss its fourth-quarter and
full-year results announced separately today. All interested parties may
listen to the live conference call via the Internet by going to the Investor
Relations area of Manitowoc’s Web site at http://www.manitowoc.com. A replay
of the conference call will also be available at the same location on the Web
site.

About The Manitowoc Company, Inc.

Founded in 1902, The Manitowoc Company, Inc. is a multi-industry, capital
goods manufacturer with 92 manufacturing, distribution, and service facilities
in 25 countries. The company is recognized globally as one of the premier
innovators and providers of crawler cranes, tower cranes, and mobile cranes
for the heavy construction industry. Manitowoc is also one of the world's
leading innovators and manufacturers of commercial foodservice equipment,
which includes 24 market-leading brands of hot- and cold-focused equipment. In
addition, both segments are complemented by a slate of industry-leading
product support services. In 2014, Manitowoc’s revenues totaled $3.9 billion,
with approximately half of these revenues generated outside of the United
States.

Forward-looking Statements

This press release includes "forward-looking statements" intended to qualify
for the safe harbor from liability under the Private Securities Litigation
Reform Act of 1995. Any statements contained in this press release that are
not historical facts, including statements about the separation of the Company
into two independent publicly-traded companies, the nature and impact of such
a separation, and the capitalization of the two independent companies, are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are based on the current
expectations of the management of the company and are subject to uncertainty
and changes in circumstances. Forward-looking statements include, without
limitation, statements typically containing words such as "intends,"
"expects," "anticipates," "targets," "estimates," “should” and words of
similar import. By their nature, forward-looking statements are not guarantees
of future performance or results and involve risks and uncertainties because
they relate to events and depend on circumstances that will occur in the
future. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements. Factors that could cause actual results and
developments to differ materially include, among others:

* possible negative effects on the Company’s business operations, assets or
financial results as a result of the planned separation of the Company
into two independent publicly-traded companies;
* capitalization of the two independent companies;
* unanticipated changes in revenues, margins, costs, and capital
expenditures;
* the ability to significantly improve profitability;
* the ability to direct resources to those areas that will deliver the
highest returns;
* uncertainties associated with new product introductions, the successful
development and market acceptance of new and innovative products that
drive growth;
* the ability to focus on the customer, new technologies, and innovation;
* the ability to focus and capitalize on product quality and reliability;
* the ability to increase operational efficiencies across each of
Manitowoc’s business segments and to capitalize on those efficiencies;
* the ability to capitalize on key strategic opportunities and the ability
to implement Manitowoc’s long-term initiatives;
* the ability to generate cash and manage working capital consistent with
Manitowoc’s stated goals;
* the ability to convert order and order activity into sales and the timing
of those sales;
* pressure of financing leverage;
* matters impacting the successful and timely implementation of ERP systems;
* foreign currency fluctuations and their impact on reported results and
hedges in place with Manitowoc;
* changes in raw material and commodity prices;
* unexpected issues associated with the quality of materials and components
sourced from third parties and the resolution of those issues;
* unexpected issues associated with the availability and viability of
suppliers;
* the risks associated with growth;
* geographic factors and political and economic conditions and risks;
* actions of competitors;
* changes in economic or industry conditions generally or in the markets
served by Manitowoc;
* unanticipated changes in customer demand, including changes in global
demand for high-capacity lifting equipment; changes in demand for lifting
equipment and foodservice equipment in emerging economies, and changes in
demand for used lifting equipment and foodservice equipment;
* global expansion of customers;
* the replacement cycle of technologically obsolete cranes;
* the ability of Manitowoc's customers to receive financing;
* foodservice equipment replacement cycles in national accounts and global
chains, including unanticipated issues associated with refresh/renovation
plans by national restaurant accounts and global chains;
* efficiencies and capacity utilization of facilities;
* issues relating to the ability to timely and effectively execute on
manufacturing strategies, including issues relating to new plant
start-ups, plant closings, and/or consolidations of existing facilities
and operations;
* issues related to workforce reductions and subsequent rehiring;
* work stoppages, labor negotiations, labor rates, and temporary labor
costs;
* government approval and funding of projects and the effect of
government-related issues or developments;
* the ability to complete and appropriately integrate restructurings,
consolidations, acquisitions, divestitures, strategic alliances, joint
ventures, and other strategic alternatives;
* realization of anticipated earnings enhancements, cost savings, strategic
options and other synergies, and the anticipated timing to realize those
savings, synergies, and options;
* unanticipated issues affecting the effective tax rate for the year;
* unanticipated changes in the capital and financial markets;
* risks related to actions of activist shareholders;
* changes in laws throughout the world;
* natural disasters disrupting commerce in one or more regions of the world;
* risks associated with data security and technological systems and
protections;
* acts of terrorism; and
* risks and other factors cited in Manitowoc's filings with the United
States Securities and Exchange Commission.

Manitowoc undertakes no obligation to update or revise forward-looking
statements, whether as a result of new information, future events, or
otherwise. Forward-looking statements only speak as of the date on which they
are made. Information on the potential factors that could affect the company's
actual results of operations is included in its filings with the Securities
and Exchange Commission, including but not limited to its Annual Report on
Form 10-K for the fiscal year ended December 31, 2013.

Contact:

The Manitowoc Company, Inc.
Carl J. Laurino, 920-652-1720
Senior Vice President & Chief Financial Officer
or
Joele Frank, Wilkinson Brimmer Katcher
Nick Lamplough, 212-355-4449

-0- Jan/29/2015 21:01 GMT