BELOIT, Wisc. and MILWAUKEE, Aug. 18,
2021 /PRNewswire/ -- Regal Beloit Corporation (NYSE: RBC)
and Rexnord Corporation (NYSE: RXN) today announced that Rexnord
received the private letter ruling ("PLR") from the U.S. Internal
Revenue Service ("IRS") in connection with the combination of
Rexnord's Process & Motion Control business ("PMC") with Regal
through a Reverse Morris Trust ("RMT") transaction.
Commenting on receipt of the PLR, Regal CEO, Louis Pinkham said "We are excited about
receipt of the IRS private letter ruling, which is a crucial
milestone in the process of bringing together Regal and Rexnord PMC
– two highly complementary businesses that together create a
premier global provider of differentiated, highly value-added
Industrial Powertrain solutions."
"In addition, it was good to see that terms of the ruling
related to how we may treat the shareholder overlap that exists
between Regal and Rexnord are broadly in line with our initial
assumptions. At this point, we are awaiting each company's
shareholder vote scheduled for September
1st."
Todd Adams, Chairman, President
and CEO of Rexnord, commented, "We appreciate the timely and
thorough response from the IRS and look forward to closing the
transactions early in the fourth quarter."
Regal and Rexnord expect to file within approximately one week
Current Reports on Form 8-K with the U.S. Securities and Exchange
Commission that provide more information about the expectations of
Regal and Rexnord regarding key elements of the transaction in
light of the IRS ruling.
About Regal
Regal Beloit Corporation (NYSE: RBC) is a global leader in the
engineering and manufacturing of electric motors and controls,
power generation, and power transmission products, serving
customers throughout the world. We create a better tomorrow by
developing and responsibly producing energy-efficient products and
systems.
Regal is comprised of four operating segments: Commercial
Systems, Industrial Systems, Climate Solutions and Power
Transmission Solutions. Regal is headquartered in Beloit, Wisconsin and has manufacturing,
sales, and service facilities worldwide. For more information,
visit RegalBeloit.com.
About Rexnord
Headquartered in Milwaukee,
Wisconsin, Rexnord is comprised of two strategic platforms,
Process & Motion Control and Water Management, with
approximately 6,800 employees worldwide.
The Process & Motion Control platform designs, manufactures,
markets, and services specified, highly engineered mechanical
components used within complex systems. The Water Management
platform designs, procures, manufactures and markets products that
provide and enhance water quality, safety, flow control and
conservation. Additional information about Rexnord can be found at
www.rexnordcorporation.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 Regal Beloit Corporation's ("Regal's") and
Rexnord Corporation's ("Rexnord's") current estimates, expectations
and projections about Regal, Rexnord and the PMC Business's
respective future results, performance, prospects and
opportunities. Such forward-looking statements may include, among
other things, statements about the outcome of the variables and
resulting adjustment to the exchange ratio in the proposed
transaction, the number of shares of Regal common stock to be
issued in the merger between Land Newco, Inc. ("Land") and a
subsidiary of Regal (the "Merger"), the amount, if any, of the
Regal special dividend to be paid and the amount of net
indebtedness of Regal immediately following the Merger and after
giving effect to the amount of Land net indebtedness that becomes
indebtedness of the combined company as a result of the Merger,
statements regarding the expected closing of the proposed
transactions involving Regal, Rexnord and Land (the "Proposed
Transactions"), and any other statements regarding Regal's,
Rexnord's, the PMC Business's or the combined company's respective
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 Regal and Rexnord and are subject to a number of
risks, uncertainties, and other factors that could cause Regal's,
Rexnord's, the PMC Business'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
Regal's, Rexnord's the PMC Business's or the combined company's
actual results to differ materially from the results referred to in
the forward-looking statements Regal or Rexnord makes in this
communication include: the possibility that the conditions to the
consummation of the Proposed Transaction will not be satisfied;
failure to obtain, delays in obtaining or adverse conditions
related to obtaining shareholder or stockholder approvals to be
sought in connection with the Proposed Transaction; changes in the
extent and characteristics of the common stockholders of Rexnord
and the common shareholders of Regal and its effect pursuant to the
Merger Agreement on the number of shares of Regal common stock
issuable pursuant to the Proposed Transaction, magnitude of the
dividend payable to Regal shareholders pursuant to the Proposed
Transaction and the extent of indebtedness to be incurred by Regal
in connection with the Proposed Transaction; the determination by
Regal and Rexnord of the number of "Qualifying Overlap
Shareholders" at the closing of the Proposed Transaction; the
ability to obtain the anticipated tax treatment of the Proposed
Transaction and related transactions; risks associated with any
litigation related to the Transaction; and other risks and
uncertainties including, but not limited, to those described in the
section entitled "Risk Factors" in the Joint Proxy Statement, in
Regal's or Rexnord's respective Annual Reports on Form 10-K on file
with the SEC and from time to time in other filed reports including
Regal's and Rexnord's Quarterly Reports on Form 10-Q. For a more
detailed description of the risk factors associated with Regal and
Rexnord, please refer to Regal's Annual Report on Form 10-K for the
fiscal year ended January 2, 2021 on
file with the SEC, Rexnord's Transition Report on Form 10-KT for
the transition period from April 1,
2020 to December 31, 2020
filed with the SEC, Rexnord's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2021 and
June 30, 2021 filed with the SEC, and
subsequent SEC filings. Shareholders, potential investors, and
other readers are urged to consider these factors in evaluating the
forward-looking statements and are cautioned not to place undue
reliance on such forward-looking statements. The forward-looking
statements included in this communication are made only as of the
date of this communication, and Regal, Rexnord and Land undertake
no obligation to update any forward-looking information contained
in this communication or with respect to the announcements
described herein to reflect subsequent events or circumstances.
Additional Information
This communication does not constitute an offer to buy, or a
solicitation of an offer to sell, any securities of Regal, Rexnord
or Land Newco, Inc. ("Land"). In connection with the Proposed
Transaction, Regal and Land filed registration statements with the
SEC registering shares of Regal common stock and Land common stock
in connection with the Proposed Transaction, which have become
effective. Regal's Registration Statement on Form S-4 (No.
333-255982) includes a joint proxy statement/prospectus-information
statement relating to the Proposed Transaction, which has been
mailed to Regal shareholders and Rexnord shareholders. Regal
shareholders and Rexnord shareholders are urged to read the joint
proxy statement/prospectus-information statement and any other
relevant documents when they become available, because they contain
and will contain important information about Regal, Rexnord, Land
and the Proposed Transaction. The joint proxy
statement/prospectus-information statement and other documents
relating to the Proposed Transaction can also be obtained free of
charge from the SEC's website at www.sec.gov. The joint proxy
statement/prospectus-information statement and other documents can
also be obtained free of charge from Rexnord upon written request
to Rexnord Corporation, Investor Relations, 511 Freshwater Way,
Milwaukee, WI 53204, or by calling
(414) 643-3739 or upon written request to Regal Beloit Corporation,
Investor Relations, 200 State Street, Beloit, WI 53511 or by calling (608)
364-8800.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any
security holder of Rexnord or Regal. However, Rexnord, Regal and
certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from
shareholders of Rexnord and Regal in connection with the Proposed
Transaction under the rules of the SEC. Information about the
directors and executive officers of Rexnord may be found in its
Annual Report on Form 10-K filed with the SEC on February 16, 2021 and its definitive proxy
statement relating to its 2021 Annual Meeting filed with the SEC on
March 16, 2021. Information about the
directors and executive officers of Regal may be found in its
Annual Report on Form 10-K filed with the SEC on March 2, 2021, and its definitive proxy statement
relating to its 2021 Annual Meeting filed with the SEC on
March 18, 2021.
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SOURCE Regal Beloit Corporation