BELOIT,
Wis., Sept. 1, 2021 /PRNewswire/
-- Regal Beloit Corporation (NYSE: RBC) today announced
that, at a special meeting of the shareholders ("the Special
Meeting") held on September 1, 2021,
Regal shareholders overwhelmingly1 approved the
issuance of shares of Regal common stock necessary to complete the
previously announced combination of Rexnord Corporation's (NYSE:
RXN) Process & Motion Control ("PMC") business with Regal in a
Reverse Morris Trust transaction.
In addition, Regal shareholders overwhelmingly approved
the amendment and restatement of Regal's Articles of Incorporation
to effect a change in the company name to "Regal Rexnord
Corporation" and to increase the number of authorized shares of
Regal common stock.
Commenting on the outcome of the Special Meeting, Regal
CEO, Louis Pinkham, said "It's
great to see such strong support from our shareholders for the
merger with Rexnord PMC, which is consistent with our expectation
that the transaction will create tremendous value for all our key
stakeholders. Having now passed this last significant milestone on
the path to close, we look forward to finalizing the merger early
in the fourth quarter. Our robust integration planning activities,
which have been under way since we announced the transaction back
in February, have advanced nicely, and our teams are prepared – and
very eager – to hit the ground running when the integration process
begins."
"The outcome of the shareholder meeting also has real
symbolic significance, given approval of our planned name change to
Regal Rexnord. The name signifies bringing together the
complementary strengths of our two corporations and highlights our
common future as a leader in the engineering and manufacturing of
power transmission solutions and high-efficiency electric motors
and systems. The new Regal Rexnord will help make modern life
possible, by providing critical components and integrated solutions
that support a range of necessary applications across the HVAC,
agriculture, food service, metals and mining, manufacturing and
e-commerce end markets – to name just a few."
Regal expects the closing of the transaction joining the
company with Rexnord's PMC business to occur early in the fourth
quarter of 2021, subject to the satisfaction of the remaining
closing conditions.
About Regal
Regal Beloit Corporation (NYSE: RBC) is a global leader in
the engineering and manufacturing of electric motors and controls,
power generation, and power transmission products, serving
customers throughout the world. We create a better tomorrow by
developing and responsibly producing energy-efficient products and
systems.
Regal is comprised of four operating segments: Commercial
Systems, Industrial Systems, Climate Solutions and Power
Transmission Solutions. Regal is headquartered in Beloit, Wisconsin and has manufacturing,
sales, and service facilities worldwide. For more information,
visit RegalBeloit.com.
Cautionary Statement
Certain statements made in this communication are
"forward-looking statements" intended to qualify for the safe
harbor from liability established by the Private Securities
Litigation Reform Act of 1995. This communication contains
forward-looking statements, within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, which reflect
current estimates, expectations and projections of Regal Beloit
Corporation (the "Company") about the Company's future results,
performance, prospects and opportunities. Such forward-looking
statements may include, among other things, statements about the
Company's future operations, anticipated business levels, future
earnings, planned activities, anticipated growth, market
opportunities, strategies, competition and other expectations and
estimates for future periods. Forward-looking statements may also
include statements relating to the proposed acquisition of Rexnord
Corporation's ("Rexnord") Process & Motion Control business
(the "PMC Business") (the "Rexnord Transaction"), the benefits and
synergies of the Rexnord Transaction, future opportunities for the
Company, the PMC Business and the combined company, and any other
statements regarding the Rexnord Transaction or the combined
company. Forward-looking statements include statements that are not
historical facts and can be identified by forward-looking words
such as "anticipate," "believe," "could," "estimate," "expect,"
"intend," "plan," "may," "should," "will," "would," "project,"
"forecast," and similar expressions. These forward-looking
statements are based upon information currently available to the
Company and are subject to a number of risks, uncertainties, and
other factors that could cause the performance, prospects, or
opportunities to differ materially from those expressed in, or
implied by, these forward-looking statements. Important factors
that could cause actual results to differ materially from the
results referred to in the forward-looking statements the Company
makes in this report include:
Operations and Strategy
- the continued financial and operational impacts of and
uncertainties relating to the COVID-19 pandemic on customers and
suppliers and the geographies in which they operate;
- uncertainties regarding the ability to execute restructuring
plans within expected costs and timing;
- our ability to develop new products based on technological
innovation, such as the Internet of Things ("IoT"), and marketplace
acceptance of new and existing products, including products related
to technology not yet adopted or utilized in certain geographic
locations in which we do business;
- fluctuations in commodity prices and raw material costs;
- our dependence on significant customers;
- effects on earnings of any significant impairment of goodwill
or intangible assets;
- prolonged declines or disruption in one or more markets we
serve, such as heating, ventilation, air conditioning ("HVAC"),
refrigeration, power generation, oil and gas, unit material
handling or water heating;
- product liability and other litigation, or claims by end users,
government agencies or others that our products or our customers'
applications failed to perform as anticipated, particularly in high
volume applications or where such failures are alleged to be the
cause of property or casualty claims;
- our overall debt levels and our ability to repay principal and
interest on our outstanding debt, including debt assumed or
incurred in connection with the Rexnord Transaction;
- our dependence on key suppliers and the potential effects of
supply disruptions;
- seasonal impact on sales of our products into HVAC systems and
other residential applications;
Global Footprint
- actions taken by our competitors and our ability to effectively
compete in the increasingly competitive global electric motor and
controls, power generation and power transmission industries;
- risks associated with global manufacturing, including risks
associated with public health crises;
- economic changes in global markets where we do business, such
as reduced demand for the products we sell, currency exchange
rates, inflation rates, interest rates, recession, government
policies, including policy changes affecting taxation, trade,
tariffs, immigration, customs, border actions and the like, and
other external factors that we cannot control;
Legal and Regulatory Environment
- unanticipated costs or expenses we may incur related to
litigation, including product warranty issues;
- infringement of our intellectual property by third parties,
challenges to our intellectual property and claims of infringement
by us of third party technologies;
- losses from failures, breaches, attacks or disclosures
involving our information technology infrastructure and data;
Mergers, Acquisitions and Divestitures
- the possibility that the conditions to the consummation of the
Rexnord Transaction will not be satisfied, including shareholder
approvals, that there will be delays in satisfying or adverse
conditions related to the satisfaction of such conditions, or that
the Rexnord Transaction will fail to be consummated or be delayed
in being consummated for other reasons;
- changes in the extent and characteristics of the common
shareholders of Rexnord and the Company and its effect pursuant to
the merger agreement for the Rexnord Transaction on the number of
shares of Company common stock issuable pursuant to the
transaction, magnitude of the dividend payable to Company
shareholders pursuant to the transaction and the extent of
indebtedness to be incurred by the Company in connection with the
transaction and the determination by the Company and Rexnord of the
number of "Qualifying Overlap Shareholders" at the closing of the
Rexnord transaction;
- the ability to obtain the anticipated tax treatment of the
Rexnord Transaction and related transactions;
- failure to successfully integrate the PMC Business and any
other future acquisitions into our business or achieve financial
results, operating results, expected synergies and operating
efficiencies, due to factors including the future financial and
operating performance of the acquired business, loss of key
executives and employees, or operating costs, customer loss and
business disruption being greater than expected;
- costs and indemnification obligations related to transactions,
including the Rexnord Transaction;
- risks associated with any litigation related to the Rexnord
Transaction or other transactions;
- unanticipated liabilities of acquired businesses, including the
PMC Business;
- operating restrictions related to the Rexnord Transaction;
- unanticipated adverse effects or liabilities from business
exits or divestitures;
General
- changes in the method of determining London Interbank Offered
Rate ("LIBOR"), or the replacement of LIBOR with an alternative
reference rate;
- cyclical downturns affecting the global market for capital
goods;
- and other risks and uncertainties including, but not limited,
to those described in "Part I - Item 1A - Risk Factors" in our
Annual Report on Form 10-K filed with the U.S. Securities and
Exchange Commission ("SEC") on March 2,
2021 and from time to time in other filed reports.
Shareholders, potential investors, and other readers are
urged to consider these factors in evaluating the forward-looking
statements and are cautioned not to place undue reliance on such
forward-looking statements. The forward-looking statements included
in this communication are made only as of the date of this release,
and the Company undertakes no obligation to update any
forward-looking information contained in this release or with
respect to the announcements described herein to reflect subsequent
events or circumstances. Additional information regarding these and
other risks and uncertainties is included in "Part I - Item 1A -
Risk Factors" in our Annual Report on Form 10-K filed with the SEC
on March 2, 2021 and from time to
time in other filed reports, including the Company's Quarterly
Reports on Form 10-Q.
Additional Information
This communication does not constitute an offer to buy, or
a solicitation of an offer to sell, any securities of the Company,
Rexnord or Land Newco, Inc. ("Land"). In connection with the
Proposed Transaction, the Company and Land filed registration
statements with the SEC registering shares of Company common stock
and Land common stock in connection with the Proposed Transaction,
which have become effective. The Company's Registration Statement
on Form S-4 (No. 333-255982) includes a joint proxy
statement/prospectus-information statement relating to the Proposed
Transaction, which has been mailed to the Company's shareholders
and Rexnord shareholders. The Company's shareholders and Rexnord
shareholders are urged to read the joint proxy
statement/prospectus-information statement and any other relevant
documents when they become available, because they contain and will
contain important information about the Company, Rexnord, Land and
the Proposed Transaction. The joint proxy
statement/prospectus-information statement and other documents
relating to the Proposed Transaction can also be obtained free of
charge from the SEC's website at www.sec.gov. The joint proxy
statement/prospectus-information statement and other documents can
also be obtained free of charge from Rexnord upon written request
to Rexnord Corporation, Investor Relations, 511 Freshwater Way,
Milwaukee, WI 53204, or by calling
(414) 643-3739 or upon written request to Regal Beloit Corporation,
Investor Relations, 200 State Street, Beloit, WI 53511 or by calling (608)
364-8800.
1 Final voting tallies from
the Special Meeting are subject to certification by Regal's
inspector of elections, and will be included in Regal's report on
Form 8-K to be filed with the Securities and Exchange
Commission.
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SOURCE Regal Beloit Corporation