Wabtec Corporation (NYSE: WAB) today announced that it will hold a
special meeting of stockholders on Wednesday, Nov. 14, 2018 to
consider and vote on proposals to amend its charter to increase the
number of authorized shares of Wabtec common stock and to approve
the issuance of Wabtec common stock in connection with its proposed
combination with GE Transportation. The special meeting will be
held at 9 a.m. Eastern time at The Duquesne Club, 325 Sixth Avenue,
Pittsburgh, PA 15222. Wabtec’s stockholders of record at the close
of business on Oct. 11, 2018, will be entitled to receive notice
of, and to vote at, the special meeting.
Additional information related to the charter amendment, the
share issuance, the proposed combination and the special meeting is
included in the definitive proxy statement dated and filed with the
SEC today, Oct. 12, 2018. The definitive proxy statement is first
being mailed to Wabtec’s stockholders on or about Oct. 12,
2018.
The proposed combination with GE Transportation 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.
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 SEC a registration statement on Form
10 and 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 a registration
statement on Form S-4/S-1 containing a prospectus. This
communication is not a substitute for any definitive 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 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 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 of 1933, as
amended, and otherwise in accordance with applicable law.
Participants in the SolicitationThis
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 shareholders, filed with the SEC on
March 12, 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 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 shareholders, filed
with the SEC on April 5, 2018, its definitive proxy statement for
its special meeting of shareholders, which was filed with the SEC
on October 12, 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
June 30, 2018 which was filed with the SEC 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
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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