FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 21, 2018
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General Electric Company
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(Exact name of registrant as specified in its charter)
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New York
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001-00035
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14-0689340
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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41 Farnsworth Street, Boston, MA
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02210
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (617) 443-3000
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(Former name or former address, if changed since last report.)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth
company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.
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On May 21, 2018, General Electric Company
(“GE”) and Westinghouse Air Brake Technologies Corporation (“Wabtec”) announced that they had entered into
definitive agreements among GE, Wabtec, Transportation Systems Holdings Inc., a newly formed wholly owned subsidiary of GE (“SpinCo”),
and a newly formed wholly owned subsidiary of Wabtec (“Merger Sub”). Pursuant to (and subject to the terms and conditions
of) the agreements, Wabtec and GE’s transportation business (“GE Transportation”) will be combined in a transaction
in which GE will (i) sell a portion of the assets of GE Transportation to Wabtec, (ii) spin-off or spin-off/split-off a portion
of SpinCo (which will hold the remainder of GE Transportation) to GE shareholders, and (iii) immediately thereafter merge Merger
Sub with SpinCo, which will become a wholly owned subsidiary of Wabtec. As part of the transaction, GE will be paid a $2.9 billion
cash payment at closing, and GE and its shareholders will receive approximately 50.1% of the fully diluted outstanding shares of
the combined company (with GE holding 9.9% of the fully diluted outstanding shares). Upon closing, Wabtec shareholders will own
approximately 49.9% of the fully diluted outstanding shares of the combined company. GE has the right to increase the portion of
the company owned by GE shareholders (subject to a corresponding reduction in GE’s ownership). The transaction is expected
to be tax free to the companies’ respective shareholders, and it is expected to close in early 2019, subject to customary
closing conditions, including approval by Wabtec shareholders and regulatory approvals.
I
tem 9.01. Financial Statements and Exhibits.
(d)
Exhibits
The following exhibit is being furnished as
part of this report.
Additional Information and Where to Find it
In connection with the proposed transaction
between GE and Wabtec, Transportation Systems Holdings Inc., a wholly owned subsidiary of GE created for the transaction (“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 that will include a combined proxy statement/prospectus.
If the transaction is effected via an exchange offer, GE will also file with the SEC a Schedule TO with respect thereto
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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.
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 of 1933, as amended, 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 its 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 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 March 31, 2018, which was
filed with the SEC on May 1, 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 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 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 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 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.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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General Electric Company
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(Registrant)
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Date: May 21, 2018
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/s/ Christoph A. Pereira
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Christoph A. Pereira
Vice President, Chief Corporate, Securities and Finance Counsel
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GE Aerospace (NYSE:GE)
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