BOSTON, Nov. 23, 2021 /PRNewswire/ -- PTC (NASDAQ:
PTC) and Rockwell Automation (NYSE: ROK) today issued a joint
statement in response to a research report published by Berenberg
Capital Markets this morning incorrectly stating that Rockwell is
"cutting financial ties with PTC" and that "it was announced
yesterday that Rockwell will be selling its entire stake, an 8.98%
ownership, in PTC." Both statements are incorrect and
Berenberg has since issued a retraction. Rockwell has made no
announcement that it is "cutting financial ties with PTC" or that
it is selling its entire investment in PTC. The parties are
continuing to bring value-added solutions to manufacturing
customers through their strategic alliance.
PTC and Rockwell have been parties to a Strategic Alliance
Agreement since 2018. In connection with that agreement,
Rockwell made an approximately $1 billion investment in PTC
common stock pursuant to a Securities Purchase Agreement (Purchase
Agreement). The Purchase Agreement contemplates that Rockwell
would have flexibility to sell its PTC shares, subject to certain
volume and time limitations. Under the Purchase Agreement,
Rockwell also has a right to designate a representative to the PTC
Board of Directors as long as Rockwell maintains at least a 5%
equity position in PTC.
In connection with the Purchase Agreement, the parties also
entered into a Registration Rights Agreement pursuant to which PTC
was required to file and maintain a resale registration statement
covering the resale by Rockwell Automation of its PTC shares.
Yesterday's resale registration statement was filed by PTC with the
U.S. Securities and Exchange Commission (SEC) to comply with its
contractual obligations under the Registration Rights Agreement and
to replace the expiring resale registration statement filed in
November 2018 for the potential
resale of Rockwell's PTC shares.
On November 8, 2021, Rockwell
filed an amended Schedule 13D with the SEC stating its intent to
sell some of its shares of PTC common stock under certain market
conditions consistent with the limitations included in the
Securities Purchase Agreement and stating that Rockwell would enter
into one or more 10b5-1 plans to effect such sales.
At Rockwell's investor day held on November 10, 2021, Blake
Moret, CEO of Rockwell, stated that the Rockwell/PTC
relationship is as "strong as ever" and that he intended to remain
on the PTC Board of Directors.
Forward-Looking Statements
Statements in this press release that are not historic facts,
including statements about Rockwell's intentions with respect to
sales of its shares of PTC common stock, Mr. Moret's intention to
remain on the PTC Board of Directors, and the strategic alliance,
are forward-looking statements that involve risks and uncertainties
that could cause actual results to differ materially from those
projected. These risks include: Rockwell's intentions with respect
to sales of its shares of PTC common stock and Mr. Moret's
intention to remain on the PTC Board may change and Rockwell could
elect to sell more of its PTC shares that it currently intends or
through different methods, which could cause Rockwell's ownership
in PTC to decrease below that currently contemplated, including
below the 5% threshold required for Rockwell to retain its right to
appoint a director to the PTC Board; and the parties' intentions
with respect to the strategic alliance could change, which could
cause the strategic alliance to be terminated early and the
associated limitations on sales by Rockwell of its PTC shares and
its standstill and certain other obligations to terminate
earlier. Other risks and uncertainties that could cause
actual results to differ materially from those projected are
detailed from time to time in reports filed with the Securities and
Exchange Commission, including each of the companies' most recent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
About PTC (NASDAQ: PTC)
PTC enables global manufacturers to realize double-digit impact
with software solutions that enable them to accelerate product and
service innovation, improve operational efficiency, and increase
workforce productivity. In combination with an extensive partner
network, PTC provides customers flexibility in how its technology
can be deployed to drive digital transformation – on premises, in
the cloud, or via its pure SaaS platform. At PTC, we don't just
imagine a better world, we enable it.
About Rockwell Automation
Rockwell Automation, Inc. (NYSE: ROK), is a global leader in
industrial automation and digital transformation. We connect the
imaginations of people with the potential of technology to expand
what is humanly possible, making the world more productive and more
sustainable. Headquartered in Milwaukee,
Wisconsin, Rockwell Automation employs approximately 24,000
problem solvers dedicated to our customers in more than 100
countries. To learn more about how we are bringing The Connected
Enterprise to life across industrial enterprises, visit
www.rockwellautomation.com.
PTC.com
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Media Contacts
Corporate Communications
Greg Payne
gpayne@ptc.com
Investor Relations
Matt Shimao
mshimao@ptc.com
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SOURCE PTC Inc.