DOWNERS GROVE, Ill., Oct. 30, 2026 (GLOBE NEWSWIRE) — Dover (NYSE: DOV), a diversified global manufacturer, today announced that it has amended its previously announced cash tender offers (the “Tender Offers”) to purchase the outstanding notes described below, by increasing the tender cap from an aggregate purchase price of $230,000,000 to $300,000,000 (the “Tender Cap”). Dover also announced that it will extend the Expiration Date of the Tender Offers. The Tender Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 26, 2026 (the “Offer to Purchase”).
The Expiration Date for the Tender Offers has been extended to 5:00 p.m., New York City time, on November 5, 2026, unless further extended or earlier terminated by Dover with respect to any Tender Offer. Tenders of Notes of a Series may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on November 5, 2026, but, except as provided in the Offer to Purchase or required by applicable law, may not be validly withdrawn thereafter. The Price Determination Date (as defined below) has correspondingly been extended to 3:00 p.m., New York City time, on November 5, 2026.
The “Settlement Date” will be the second business day after the Expiration Date and is expected to be November 9, 2026.
The Notes offered to be purchased in the Tender Offers, in the order of acceptance priority, are the 6.650% Debentures due 2028; 6.600% Notes due 2038; 5.375% Debentures due 2035; and 5.375% Notes due 2041 (collectively, the “Notes”) for the consideration described below, up to the Tender Cap, subject to proration and the application of the Acceptance Priority Levels set forth in the table below and as further set forth in the Offer to Purchase. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.
As of 12:30 p.m., New York City time, on October 30, 2026, approximately 28.86% of the aggregate principal amount of the 2028 Debentures, approximately 30.59% of the aggregate principal amount of the 2038 Notes, approximately 39.78% of the aggregate principal amount of the 2035 Debentures and approximately 30.83% of the aggregate principal amount of the 2041 Notes have been validly tendered in the applicable Tender Offers. Information about each Series of Notes is summarized below.
| Series of Notes |
CUSIP/ISIN
Number(1) |
Aggregate
Principal
Amount
Outstanding |
Acceptance
Priority
Level(2) |
Par Call Date |
Maturity Date |
Reference
Security |
Bloomberg
Reference
Page |
Fixed
Spread
(Basis
Points) |
6.650% Debentures
due 2028 |
260003AC2 / US260003AC29 |
$200,000,000 |
1 |
N/A |
June 1, 2028 |
4.750% UST
due 9/30/2028 |
FIT 1 |
+30 |
6.600% Notes
due 2038 |
260003AG3 / US260003AG33 |
$250,000,000 |
2 |
N/A |
March 15, 2038 |
4.625% UST
due 8/15/2036 |
FIT 1 |
+70 |
5.375% Debentures
due 2035 |
260003AF5 / US260003AF59 |
$300,000,000 |
3 |
N/A |
October 15, 2035 |
4.625% UST
due 8/15/2036 |
FIT 1 |
+65 |
5.375% Notes
due 2041 |
260003AK4 / US260003AK45 |
$350,000,000 |
4 |
December 1, 2040 |
March 1, 2041 |
4.625% UST
due 8/15/2036 |
FIT 1 |
+90 |
(1) No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed above.
(2) Subject to the satisfaction or waiver by Dover of the conditions of the Tender Offers described in the Offer to Purchase and subject to the Tender Cap, Dover will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in this table (subject to proration as described in the Offer to Purchase) (each, an “Acceptance Priority Level” with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level).
Subject to applicable law, Dover may, but is under no obligation to, eliminate, further increase or decrease the Tender Cap at any time prior to the Expiration Date. In the event proration is required with respect to a Series of Notes, Dover will multiply the principal amount of each valid tender of such Series of Notes by the applicable proration rate and round the resulting amount down to the nearest integral multiple of the respective minimum denomination, in order to determine the principal amount of such tender that will be accepted pursuant to the applicable Tender Offer. The excess principal amount of Notes not accepted from the tendering Holders will be promptly returned to such Holders, and if this excess principal amount of Notes is less than the respective minimum denomination of such Series of Notes, Dover may either accept or reject all such tendering Holders’ validly tendered Notes in its sole discretion. Additionally, Dover may, but is under no obligation to, accept for purchase additional Notes of any Series in an aggregate principal amount not exceeding 2% of the outstanding aggregate principal amount of such Series without amending or extending the applicable Tender Offer, subject to applicable law, as further described in the Offer to Purchase, and may also further increase or decrease the percentage of the Notes accepted for payment in the Tender Offers (including by more than 2% of the outstanding aggregate principal amount of the Notes of the applicable Series) by a press release or other public announcement that is widely disseminated by no later than 9:00 a.m. (New York City time) on the third business day before the Expiration Date.
The “Total Consideration” for each Series of Notes payable per each $1,000 principal amount of such Series of Notes validly tendered for purchase will be based on the applicable Fixed Spread for such Series of Notes, plus the Reference Yield based on the bid-side price of the applicable Reference Security as quoted on the applicable Bloomberg Reference Page as of 3:00 p.m., New York City time, on November 5, 2026, unless further extended by Dover with respect to the applicable Tender Offer (such date and time with respect to a Tender Offer, as the same may be extended by Dover with respect to such Tender Offer, the “Price Determination Date”). Unless extended with respect to any Tender Offer, promptly after the Price Determination Date, Dover will announce in a press release, among other things, the Offer Yield and Total Consideration applicable to each Series of Notes accepted for purchase. In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase pursuant to a Tender Offer will receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but excluding, the Settlement Date (the “Accrued Interest,” and the payment thereof, the “Accrued Coupon Payment”).
The Tender Offers are subject to certain conditions as described in the Offer to Purchase, including the Financing Condition, which requires that Dover shall have completed an offering (the “New Notes Offering”) of a new series of senior unsecured notes on terms and conditions satisfactory to Dover that results in its receipt of net proceeds that are sufficient to repay its €600,000,000 1.25% notes due 2026 at maturity. The New Notes Offering is expected to close on November 2, 2026, subject to customary closing conditions.
In no event will the information contained in this press release regarding the New Notes Offering constitute an offer to sell or a solicitation of an offer to buy any new notes. If any condition is not satisfied, Dover is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each case subject to applicable law, and may terminate or alter any or all of the Tender Offers. The Tender Offers are not contingent upon the tender of any aggregate minimum principal amount of Notes of any Series (subject to minimum denomination requirements as set forth in the Offer to Purchase), and none of the Tender Offers is conditioned on the consummation of any of the other Tender Offers.
Dover has retained Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC to act as dealer managers (the “Dealer Managers”) for the Tender Offers. D.F. King & Co., Inc. will act as the Tender and Information Agent for the Tender Offers. For additional information, please contact: Deutsche Bank Securities Inc. at +1 (866) 627-0391 (toll-free) or +1 (212) 250-2955 (collect), HSBC Securities (USA) Inc. at +1 (888) HSBC-4LM (toll-free) or +1 (212) 525-5552 (collect) or by email at lmamericas@us.hsbc.com, or J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll-free) or +1 (212) 834-7489 (collect). Requests for documents and questions regarding the tendering of Notes may be directed to D.F. King & Co., Inc. by telephone at (212) 993-9890 (for banks and brokers only) and (800) 207-3159 (for all others toll-free) or by email at dover@dfking.com, or to the Dealer Managers at their respective telephone numbers. Copies of the Offer to Purchase are available at www.dfking.com/dover. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offers.
Holders of Notes are advised to check with each bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in, or withdraw their instruction to participate in, the Tender Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified herein and in the Offer to Purchase.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Tender Offers are made only by and pursuant to the terms of the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. The information in this press release is qualified by reference to the Offer to Purchase. None of Dover, the Dealer Managers, the Tender and Information Agent or the trustee for each Series of the Notes makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offers. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.
Forward-Looking Statements
This press release includes forward-looking statements, including with respect to the Tender Offers and the New Notes Offering. Forward-looking statements are subject to known and unknown risks and uncertainties, including general economic conditions, supply chain constraints, inflation in material input costs, changes in customer demand, competitive factors, changes in law, the impact of interest rate and currency exchange rate fluctuations, and various other factors described in Dover’s periodic reports filed with or furnished to the Securities and Exchange Commission. These forward-looking statements speak only as of the date on which such statements were made, and Dover undertakes no obligation to update or revise these statements, except as required by federal securities laws.
About Dover:
Dover is a diversified global manufacturer and solutions provider with annual revenue of over $8 billion. We deliver innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions, and support services through five operating segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions and Climate & Sustainability Technologies. Dover combines global scale with operational agility to lead the markets we serve. Recognized for our entrepreneurial approach for over 70 years, our team of approximately 24,000 employees takes an ownership mindset, collaborating with customers to redefine what’s possible. Headquartered in Downers Grove, Illinois, Dover trades on the New York Stock Exchange under “DOV.”
Dover Media Contact:
Adrian Sakowicz, VP, Communications
(630) 743-5039
asakowicz@dovercorp.com
Dover Investor Contact:
Jack Dickens, VP, Investor Relations
(630) 743-2566
jdickens@dovercorp.com
