Wabtec Corporation (NYSE: WAB) and General Electric Company (NYSE:
GE) announced today that the U.S. Department of Justice (DOJ) has
closed its review of the pending merger of Wabtec and GE
Transportation, a business unit of GE. The merger is expected
to create a stronger, more diversified transportation and logistics
company.
Raymond T. Betler, president and CEO of Wabtec,
said: “The DOJ’s decision to close its review of the pending merger
marks a significant milestone for our customers, employees, and
shareholders. By bringing together GE Transportation, a
global digital industrial leader and supplier to the rail, mining,
marine, stationary power and drilling industries, with Wabtec’s
broad range of freight, transit and electronics solutions, we will
have the capability and expertise to invent smarter ways to move
and improve the world.”
The transaction, which will position Wabtec as a
Fortune 500 company with operations in more than 50 countries, is
expected to close by the end of the first quarter of 2019, subject
to satisfaction or waiver of customary closing conditions.
Once the transaction is completed, the combined company is expected
to have significantly expanded margins, a highly attractive profile
based on an improved business mix, expanded global reach, and
faster innovation in key growth areas.
About WabtecWabtec Corporation (www.wabtec.com)
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. The
company also builds new switcher and commuter locomotives, and
provides aftermarket services. The company employs approximately
18,000 employees worldwide.
About GE Transportation GE
Transportation (www.getransportation.com) is a global
technology leader and supplier of equipment, services
and digital solutions to the rail, mining, marine, stationary
power and drilling industries. GE Transportation’s innovations help
customers deliver goods and services with greater speed and savings
using advanced digital solutions, manufacturing techniques and
connected machines. The company employs approximately 9,000
employees worldwide.
Additional Information and Where to Find ItIn
connection with the proposed transaction between General Electric
Company (“GE”) and Wabtec, 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 Transportation Systems Holdings Inc., a wholly owned subsidiary
of GE created for the transaction (“SpinCo”), will file 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 and statements regarding Wabtec’s
expectations about future sales and earnings. 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 or may require conditions, limitations or
restrictions in connection with such approvals; (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) changes in the expected timing of projects; (14) a decrease in
freight or passenger rail traffic; (15) an increase in
manufacturing costs; (16) actions by third parties, including
government agencies; and (17) 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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