Wabtec Corporation (NYSE: WAB) announced that at a special meeting
today the company’s stockholders approved proposals in connection
with its planned combination with GE Transportation.
Raymond T. Betler, Wabtec’s president and chief executive
officer, said: “We’re very gratified that our stockholders
expressed strong support for the proposals and, therefore, our
combination with GE Transportation. This milestone marks a
critical step in the process toward merging our two companies,
which we believe will accelerate innovation for our customers;
generate improved earnings, margins and cash flow for our
stockholders; and create long-term growth opportunities for our
employees.”
The transaction is expected to be completed by early 2019,
subject to customary closing conditions. It is possible that
the proposed combination could be completed at an earlier time if
the closing conditions are satisfied sooner.
At today’s special meeting, more than 99 percent of the shares
that were voted, or more than 85 percent of Wabtec’s total
outstanding common stock entitled to vote, approved an amendment to
Wabtec’s charter to increase the number of authorized shares of the
company’s common stock and the issuance of its common stock in
connection with the planned combination.
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 ItIn
connection with the proposed transaction between General Electric
Company (“GE”) and Wabtec, Transportation Systems Holdings Inc., a
wholly owned subsidiary of GE created for the transaction
(“SpinCo”), has filed with the Securities and Exchange Commission
(the “SEC”) a registration statement on Form 10 and Wabtec has
filed with the SEC a registration statement on Form S-4. If the
transaction is effected via an exchange offer, GE will file with
the SEC a Schedule TO with respect thereto and 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 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. 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 shareholders 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 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) actions by third parties, including
government agencies; and (14) 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.
Contact:
Tim Wesley Phone:
412.825.1543E-mail: twesley@wabtec.com Website: www.wabtec.com
Wabtec Corporation1001 Air Brake AvenueWilmerding, PA 15148
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