Wabtec Corporation (NYSE: WAB) today issued the following statement
regarding its planned merger with GE Transportation:
“The company continues to make progress in its
planned merger with GE Transportation, including today the
successful execution and settlement of $500 million of three-year
Floating Rate Notes and $2 billion of five-year and 10-year Senior
Notes to fund a majority of the cash requirements for the
transaction. Wabtec expects the transaction to be completed
by early 2019. The company affirms the material financial
aspects of the transaction announced in May, including GE
Transportation’s estimated adjusted EBITDA growing to between $900
million and $1 billion in 2019. Upon completion of the
merger, we believe we will be poised to drive strong growth in 2019
and beyond and well-positioned to serve customers as industry
demand continues to improve.”
On Monday, Sept. 17, Wabtec intends to file its
amended proxy statement relating to the shareholders meeting to
approve the transaction.
Wabtec Corporation 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. Wabtec also builds new switcher and commuter locomotives,
and provides aftermarket services. Wabtec has facilities located
throughout the world.
Additional Information and Where to Find
It
In connection with the proposed transaction between
GE and Wabtec, SpinCo will file with the SEC a registration
statement on Form S-4/S-1 containing a prospectus or a registration
statement on Form 10 and Wabtec will file with the SEC a
registration statement on Form S-4 and a proxy statement on
Schedule 14A. If the transaction is effected via an exchange offer,
GE will also file with the SEC a Schedule TO with respect thereto.
This communication is not a substitute for any proxy statement,
registration statement, proxy 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 or the solicitation of any vote or approval
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, and otherwise in accordance with applicable
law.
Participants in the
Solicitation
This communication is not a solicitation of a proxy
from any investor or security holder. GE, Wabtec, SpinCo, their
respective directors, executive officers and other members of their
management and employees may be deemed to be participants in the
solicitation of proxies from shareholders of Wabtec in connection
with the proposed transaction. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the
solicitation of proxies in connection with the proposed
transaction, including a description of their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the relevant materials when filed with the SEC. Information
regarding the directors and executive officers of GE is contained
in GE’s proxy statement for its 2018 annual meeting of
stockholders, filed with the SEC on March 23, 2018, its Annual
Report on Form 10-K for the year ended December 31, 2017, which was
filed with the SEC on February 23, 2018, its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2018, which was filed
with the SEC on May 1, 2018, its Quarterly Report on Form 10-Q for
the quarter ended June 30, 2018, which was filed with the SEC on
July 27, 2018, and certain of its Current Reports filed on Form
8-K. Information regarding the directors and executive officers of
Wabtec is contained in Wabtec’s proxy statement for its 2018 annual
meeting of stockholders, filed with the SEC on April 5, 2018, its
Annual Report on Form 10-K for the year ended December 31, 2017,
which was filed with the SEC on February 26, 2018, its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2018 which was
filed with the SEC on May 4, 2018, its Quarterly Report on Form
10-Q for the quarter ended June 30, 2018, which was filed on July
31, 2018 and certain of its Current Reports filed on Form 8-K.
These documents can be obtained free of charge from the sources
indicated above.
Caution Concerning Forward-Looking
Statements
This communication contains “forward-looking”
statements as that term is defined in Section 27A of the Securities
Act and Section 21E of the Exchange Act, as amended by the Private
Securities Litigation Reform Act of 1995, including statements
regarding the proposed transaction between GE and Wabtec. 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, may
require conditions, limitations or restrictions in connection with
such approvals or that the required approval by the stockholders of
Wabtec may not be obtained; (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 stockholder 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) actions by third parties, including government agencies; and
(14) other risk factors as detailed from time to time in GE’s and
Wabtec’s reports filed with the SEC, including GE’s and Wabtec’s
annual report 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.
Contact: |
Tim
Wesley |
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Phone:
412.825.1543 |
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Wabtec Corporation |
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E-mail:
twesley@wabtec.com |
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1001 Air Brake
Avenue |
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Website:
www.wabtec.com |
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Wilmerding, PA
15148 |
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