Filed by General Electric Company
Pursuant to Rule 425 under the Securities Act of 1933, as amended,
Under the Securities Exchange Act of 1934, as amended
Subject Company: General Electric Company
Commission File No.: 001-00035
Date: January 15, 2019
The following was sent by Rafael
Santana to the employees of General Electric Company’s transportation business on January 14, 2019:
Note from Rafael Santana
to GET Employees
Subject: U.S. Department of Justice
Closes Review of GE Transportation
/ Wabtec Merger
Team,
I’m thrilled to share that
the U.S. Department of Justice (DOJ) has closed its review of our pending merger with Wabtec. This marks a huge milestone
in our journey and is the culmination of hard work by so many across both companies. To everyone that has been involved in this
process – thank you.
We expect the transaction to
close by the end of the first quarter of 2019, subject to satisfaction or waiver of customary closing conditions, and will
share more specifics as the timing draws near. Until the merger is complete, we will continue integration planning activities
to prepare for Day 1 while recognizing that we remain separate businesses until the closing.
For now, please join me in celebrating
this important milestone. By bringing together GE Transportation with Wabtec’s winning legacy of freight and transit solutions,
and strong Electronics portfolio including Wabtec’s leading market position in PTC, we will pave the way in innovation,
safety, efficiency, reliability and productivity and lead the transportation industry in unprecedented ways.
Rafael
Additional Information and
Where to Find It
In connection with the proposed
transaction between General Electric Company (“GE”) and Wabtec, Wabtec has filed with the SEC a registration statement
on Form S-4 and a definitive proxy statement on Schedule 14A. If the transaction is effected via an exchange offer, GE will file
with the SEC a Schedule TO with respect thereto and Transportation Systems Holdings Inc., a wholly owned subsidiary of GE created
for the transaction (“SpinCo”), will file a registration statement on Form S-4/S-1 containing a prospectus. This communication
is not a substitute for any registration statement, prospectus or other documents GE, Wabtec and/or SpinCo may file with the SEC
in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, AND OTHER DOCUMENTS FILED BY GE,
WABTEC OR SPINCO WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies of these materials and other documents filed with the SEC by
GE, Wabtec and/or SpinCo through the website maintained by the SEC at www.sec.gov. Investors and security holders will also be
able to obtain free copies of the documents filed by GE, Wabtec and/or SpinCo with the SEC from the respective companies by directing
a written request to GE and/or SpinCo at General Electric Company, 41 Farnsworth Street,
Boston, Massachusetts 02210 or
by calling 617-443-3400, or to Wabtec at Wabtec Corporation, 1001 Air Brake Avenue, Wilmerding, PA 15148 or by calling 412-825-1543.
No Offer or Solicitation
This communication is for informational
purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer
to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell, any securities in any jurisdiction pursuant to
or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Caution Concerning Forward-Looking
Statements
This communication contains “forward-looking”
statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed
transaction between GE and Wabtec and statements regarding Wabtec’s expectations about future sales and earnings. All statements,
other than historical facts, including statements regarding the expected timing and structure of the proposed transaction; the
ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits
of the proposed transaction, including future financial and operating results, the tax consequences of the proposed transaction,
and the combined company’s plans, objectives, expectations and intentions; legal, economic and regulatory conditions; and
any assumptions underlying any of the foregoing, are forward-looking statements.
Forward-looking statements
concern future circumstances and results and other statements that are not historical facts and are sometimes identified by
the words “may,” “will,” “should,” “potential,” “intend,”
“expect,” “endeavor,” “seek,” “anticipate,” “estimate,”
“overestimate,” “underestimate,” “believe,” “could,” “project,”
“predict,” “continue,” “target” or other similar words or expressions. Forward-looking
statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such
statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important
factors that could cause actual results to differ materially from such plans, estimates or expectations include, among
others, (1) that one or more closing conditions to the transaction, including certain regulatory approvals, may not be
satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to
grant approval for the consummation of the proposed transaction or may require conditions, limitations or restrictions in
connection with such approvals; (2) the risk that the proposed transaction may not be completed on the terms or in the time
frame expected by GE or Wabtec, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction;
(4) uncertainty of the expected financial performance of the combined company following completion of the proposed
transaction; (5) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in
completing the proposed transaction or integrating the businesses of GE, Wabtec and SpinCo; (6) the ability of the combined
company to implement its business strategy; (7) difficulties and delays in achieving revenue and cost synergies of the
combined company; (8) inability to retain and hire key personnel; (9) the occurrence of any event that could give rise to
termination of the proposed transaction; (10) the risk that shareholder litigation in connection with the proposed
transaction or other settlements or investigations may affect the timing or occurrence of the proposed transaction or result
in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes
in general economic and/or industry specific conditions; (13) changes in the expected timing of projects; (14) a decrease in
freight or passenger rail traffic; (15) an increase in manufacturing costs; (16) actions by third parties, including
government agencies; and (17) other risk factors as detailed from time to time in GE’s and Wabtec’s respective
reports filed with the SEC, including GE’s and Wabtec’s annual reports on Form10-K, periodic quarterly reports on
Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC. The foregoing list of important
factors is not exclusive.
Any forward-looking statements
speak only as of the date of this communication. Neither GE nor Wabtec undertakes any obligation to update any forward-looking
statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers
are cautioned not to place undue reliance on any of these forward-looking statements.
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