GE (NYSE:GE) announced today that the Finance and Capital
Allocation Committee of the GE Board of Directors has set a record
date of February 14, 2019 for the spin-off of Transportation
Systems Holdings Inc. (“SpinCo”), which will hold a portion of GE
Transportation, a business unit of GE.
Subject to the satisfaction or waiver of customary closing
conditions, on the distribution date for the spin-off, GE will
distribute all of the shares of SpinCo common stock to GE
shareholders as of the record date by means of a pro rata
distribution. As previously announced, immediately following the
spin-off, SpinCo will merge with a subsidiary of Wabtec Corporation
(NYSE:WAB), and SpinCo will continue as the surviving company. It
is currently expected that 8.7 billion shares of SpinCo common
stock will be distributed to GE shareholders as of the record date
in connection with the spin-off, and each share of SpinCo common
stock will be converted into the right to receive pursuant to the
merger a number of shares of Wabtec common stock determined in
accordance with the previously executed merger agreement. Based on
the number of shares of GE common stock outstanding on December 31,
2018 and the number of shares of Wabtec common stock outstanding on
a fully diluted basis as of such date, as a result of these
transactions GE shareholders would receive approximately 0.005403
of a share of Wabtec common stock for each share of GE common stock
held as of the record date.
The actual number of shares of Wabtec common stock that GE
shareholders will receive with respect to each share of GE common
stock will be determined based on the number of shares of GE common
stock outstanding on the record date for the distribution and the
number of shares of Wabtec common stock outstanding on a fully
diluted basis immediately prior to the closing of the merger. No
fractional shares of Wabtec common stock will be issued in the
merger, and instead GE shareholders will receive cash in lieu of
any fractional share.
The spin-off and the merger are currently expected to occur on
February 25, 2019, subject to certain closing conditions being
satisfied as of the closing date.
Upon completion of the merger, GE shareholders are expected to
collectively own approximately 24.3% of the outstanding shares of
Wabtec common stock, and current Wabtec shareholders are expected
to collectively own approximately 50.8%. GE will own Wabtec common
stock and Wabtec non-voting convertible preferred stock, which
together represent approximately a 24.9% economic interest in
Wabtec.
These percentages and the exchange ratio above are calculated on
a fully-diluted, as-converted and as-exercised basis, and assume
that the number of shares of Wabtec common stock outstanding on
such basis immediately prior to the closing of the merger will be
equal to the number of shares of Wabtec common stock outstanding on
such basis as of December 31, 2018 and the number of shares of GE
common stock outstanding on the record date for the distribution is
equal to the number of shares outstanding on December 31, 2018.
No action is required by GE shareholders to receive their shares
of Wabtec common stock in the merger. GE shareholders will not be
required to surrender their shares or pay for any shares of Wabtec
common stock that they receive and will retain all of their shares
of GE common stock and associated rights.
Two-Way Trading to Begin for GE Common Stock on the
NYSE
GE has been advised by the New York Stock Exchange (the “NYSE”)
that, beginning on or about February 14, 2019, and continuing
through and including the closing date of the merger, which is
expected to be February 25, 2019, there will be two markets in GE
common stock on the NYSE: a “regular way” market and an
“ex-distribution” market. During this period of two-way trading in
GE common stock, a GE shareholder can sell the right to his or her
Wabtec common stock that he or she will receive pursuant to the
merger in a “when issued” market. These trading options are
outlined in further detail below.
GEIf, during the period of two-way trading, a GE shareholder
sells shares of GE common stock in the “regular way” market (under
GE’s NYSE symbol, “GE”), the shareholder will be selling both his
or her shares of GE common stock and his or her right to receive
shares of Wabtec common stock pursuant to the merger.
GE WIIf, during this period of two-way trading, a GE shareholder
sells shares of GE common stock in the “ex-distribution” market
(under the temporary NYSE symbol “GE WI”), the shareholder will be
selling only his or her shares of GE common stock and will be
retaining his or her right to receive shares of Wabtec common stock
pursuant to the merger.
WAB WIA GE shareholder also has the option of selling his or her
right to shares of Wabtec common stock and to retain his or her
shares of GE common stock during this period in the “when issued”
market. This option will be available under the temporary NYSE
symbol “WAB WI”.
Trades under the symbols “GE WI” and “WAB WI” will settle after
the closing date of the merger. If the merger is not completed, all
trades under these symbols will be cancelled.
In all cases, investors are encouraged to consult with their
financial advisors regarding the specific implications of selling
shares of their GE common stock or the right to receive shares of
Wabtec common stock on or before the closing date of the
merger.
Additional details about the spin-off and the merger may be
found in the registration statement on Form 10 filed by SpinCo with
the U.S. Securities and Exchange Commission (the “SEC”) in
connection with the spin-off, available at http://www.sec.gov.
About WabtecWabtec Corporation (www.wabtec.com) is a
leading global provider of equipment, systems and value-added
services for transit and freight rail. Through its subsidiaries,
Wabtec manufactures a range of products for locomotives, freight
cars and passenger transit vehicles. The company also builds new
switcher and commuter locomotives, and provides aftermarket
services. The company employs approximately 18,000 employees
worldwide.
About GE TransportationGE
Transportation (www.getransportation.com) is a global
technology leader and supplier of equipment, services
and digital solutions to the rail, mining, marine, stationary
power and drilling industries. GE Transportation’s innovations help
customers deliver goods and services with greater speed and savings
using advanced digital solutions, manufacturing techniques and
connected machines. The company employs approximately 9,000
employees worldwide.
AdvisorsGoldman Sachs & Co. LLC and Jones Day are
acting as financial advisor and legal counsel, respectively, to
Wabtec in the transaction.
PJT Partners LP, Morgan Stanley & Co. LLC and Dyal Co.
LLC are acting as financial advisors, and Davis Polk &
Wardwell LLP as legal counsel, to GE in the transaction.
Additional Information and Where to Find ItIn connection
with the proposed transaction between GE and Wabtec, Wabtec has
filed with the SEC a registration statement on Form S-4 and a
definitive proxy statement on Schedule 14A. Transportation Systems
Holdings Inc., a wholly owned subsidiary of GE created for the
transaction (“SpinCo”), has filed a registration statement on Form
10. 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 SolicitationThis 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 StatementsThis
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, including the impacts of tax
and tariff programs, industry consolidation, and changes in the
financial condition or operating strategies of our customers; (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; (17) the risk that the ongoing government
shutdown, and potential effects thereof, may affect the timing of
the proposed transaction; and (18) 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 Form
10-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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version on businesswire.com: https://www.businesswire.com/news/home/20190204005780/en/
GE Investor Relations:Steven
Winoker617.443.3400Swinoker@ge.com
GE Media:Jennifer
Erickson646.682.5620jennifer.erickson@ge.com
Wabtec Investor Relations:Tim
Wesley412.825.1543twesley@wabtec.com
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