DOVER Corp 8-K Report, Material Agreement (Jul 23, 2024)

On July 21, 2024, Dover Corporation entered into a Transaction Agreement with Terex Corporation under which Dover agreed to sell its Environmental Solutions Group (the "Business") for $2.0 billion^a in cash, subject to customary adjustments.

The deal is a significant portfolio divestiture that would convert a major operating segment into cash and reshape Dover's business mix. The filing does not disclose the Business's revenue, earnings, or the expected use of proceeds, so investors will need the forthcoming agreement and later disclosures to assess valuation and capital allocation. Closing is subject to customary conditions, including the absence of any governmental order prohibiting the transaction and expiration or termination of the Hart-Scott-Rodino waiting period.

Both parties' representations and warranties must be true and correct (subject to materiality exceptions), and each must have performed its obligations in all material respects. The agreement includes customary indemnification for assumed and retained liabilities, and both parties committed to use reasonable best efforts to complete the deal and obtain regulatory approvals. Either party may terminate if the transaction has not closed by April 21, 2025, or if the other party's breach causes a closing condition to fail.

The full agreement will be filed as an exhibit to Dover's Form 10-Q for the quarter ending September 30, 2024, which is the source for the detailed terms, including any termination fees and the representations' qualifications. The filing also cautions that forward-looking statements, including those about deal timing, completion, and financial effects, carry risks that could cause actual results to differ materially.