Filed by General Electric Company
Pursuant to Rule 425 under the Securities
Act of 1933, as amended,
And deemed filed pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934,
as amended
Subject Company: General Electric Company
Commission File No.: 001-00035
Date: May 21, 2018
The
following communication was made available by General Electric Company:
All Aboard
In the early 1900s, George Westinghouse was locked in a pitched
battle with GE, founded by his archrival Thomas Edison, over whose locomotive would pull trains into the newly electrified Grand
Central Terminal in Manhattan. GE won, and the contract helped propel its transportation unit among the greatest locomotive makers
in the world.
More than a century later, the old competitors are ready to
do business together. GE said that it would merge GE Transportation with Wabtec Corporation, a global provider of equipment, systems
and services for transit and freight rail with some 18,000 employees. The W in Wabtec stands for Westinghouse.
Under the agreement, which has been approved by the boards of
directors of GE and Wabtec, GE will receive $2.9 billion in cash at closing and its shareholders will get a 50.1 percent stake
in the combined company. Wabtec shareholders will hold the remaining 49.9 percent. The companies said the merger will make Wabtec
“a Fortune 500, global transportation leader in rail equipment, software and services, with operations in more than 50 countries.”
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
.
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 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.
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