ESAB Corp

Previous report

We may fail to realize all of the anticipated benefits of the Acquisition or those benefits may take longer to realize than expected.

Previous report

We believe that there are significant operational and financial benefits resulting from the Acquisition. However, the efforts to realize these benefits could be a complex process and the failure to do so effectively or in a timely manner may negatively affect our earnings. The full benefits of the Acquisition, including the anticipated operational synergies and market expansion, may not be realized as expected or may not be achieved within the anticipated time frame, or at all. Failure to achieve the anticipated benefits of the Acquisition could adversely affect our results of operations or cash flows, cause dilution to our earnings per share and decrease or delay any accretive effect of the Acquisition.

Previous report

Eddyfi may have liabilities that are not known, probable or estimable at this time.

Previous report

As a result of the Acquisition, we will effectively assume some or all of Eddyfi’s liabilities, whether or not currently known. There may be claims, assessments or liabilities that we did not discover or identify in the course of performing due diligence investigations of Eddyfi. In addition, there may be liabilities that are neither probable nor estimable at this time, which may become probable and estimable in the future. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business. We may uncover additional information about Eddyfi that adversely affects our business, such as unknown, unasserted or contingent liabilities and issues relating to compliance with applicable laws.

Previous report

We have incurred, and expect to continue to incur, transaction costs in connection with the Acquisition.

Previous report

In connection with the Acquisition, we have incurred and may continue to incur costs and expenses, including financial advisory, legal, accounting, consulting and other advisory fees and expenses and other related charges. These costs and expenses could reduce the benefits and income we expect to achieve from the Acquisition.

Previous report

The following updates and replaces the risk factor in the 2025 Form 10-K entitled “Available insurance coverage, the number of future asbestos-related claims and the average settlement value of current and future asbestos-related claims of certain subsidiaries could be different than current estimates, which could materially and adversely affect our business, financial condition and results of operations.”

Previous report

Available insurance coverage, the number of future asbestos-related claims and the average settlement value of current and future asbestos-related claims of certain subsidiaries could be different than current estimates, which could materially and adversely affect our business, financial condition and results of operations.

Previous report

Certain of our subsidiaries, which were contributed by the Former Parent, Colfax Corporation now known as Enovis Corporation (“Former Parent”), immediately prior to the consummation of the separation from the Former Parent (the “Separation”) and pursuant to the terms of the separation agreement entered into with the Former Parent in connection with the Separation, are among the many defendants named in a large number of lawsuits that claim personal injury as a result of exposure to asbestos from products manufactured or used with components that are alleged to have contained asbestos. Such components were acquired from third-party suppliers and were not manufactured by any of these subsidiaries, nor were these subsidiaries producers or direct suppliers of asbestos. Additionally, pursuant to the definitive purchase agreements related to the sale of the Former Parent’s Fluid Handling (“FH”) and Air and Gas Handling (“AGH”) businesses, the Former Parent and its subsidiaries retained the asbestos-related contingencies and insurance coverage related to these businesses, even though the Former Parent sold the operating assets of its FH and AGH businesses. In connection with the Separation, we agreed to indemnify the Former Parent for, among other things, the retained asbestos-related contingencies and liabilities related to these businesses. See Item 3. “Legal Proceedings” and Part II, Item 8. Note 19, “Commitments and Contingencies” of this Form 10-K. For purposes of our financial statements, we have estimated the future claims exposure and the amount of insurance available based upon certain assumptions with respect to future claims and liability costs. We estimate the liability costs to be incurred in resolving pending and forecasted claims for the next 15-year period as well as the amount of insurance proceeds available for such claims. We reevaluate these estimates regularly. Although we believe our current estimates are reasonable, a change in the time period used for forecasting liability costs, the actual number of future claims brought, the cost of resolving these claims, the likelihood of payment by, and the solvency of, insurers and the amount of remaining insurance available could be substantially different than the estimates, and future revaluation of liabilities and insurance recoveries could result in material adjustments to these estimates, any of which could materially and adversely affect our business, financial condition and results of operations. Our estimates of the amount and duration of defense, settlement and/or judgment costs that we incur with respect to these claims may not be accurate, and can be affected by developments in the proceedings or in other factors affecting our assumptions. For example, in one proceeding the South Carolina Supreme Court recently ruled that a court-appointed receiver could pursue claims against us and other third parties on behalf of a manufacturer whose products allegedly caused or contributed to…

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Previous report

While a portion of our defense, settlement and/or judgment costs have historically been reimbursed by insurers, we also incur legal costs in connection with collection of insurance recoveries from certain of the contributed subsidiaries’ insurers relating to insurance coverage. These costs also may be significant, and difficult to predict. Additionally, we may experience delays in receiving reimbursement from insurers, during which time we may be required to pay cash for settlement or legal defense costs. Any increase in the actual number of future claims brought against us, the costs of defending or resolving these claims, the costs of pursuing claims against our insurers, the likelihood and timing of payment by, and the solvency of, insurers and the amount of remaining insurance available, could materially and adversely affect our business, financial condition and results of operations. See Item 3. ”Legal Proceedings” of this Form 10-K.