BELOIT, Wis. and
MILWAUKEE, Sept. 13, 2021 /PRNewswire/ -- Regal Beloit
Corporation (NYSE: RBC) and Rexnord Corporation (NYSE: RXN) today
announced that they expect to complete the proposed combination of
the Process & Motion Control Business of Rexnord with Regal
through a Reverse Morris Trust transaction on October 4, 2021, subject to satisfaction or
waiver of the applicable closing conditions. Following
completion of the transactions, (a) Regal will change its name to
"Regal Rexnord Corporation" and its shares of common stock will
trade on the NYSE under the ticker symbol "RRX" and (b) Rexnord
Corporation will change its name to "Zurn Water Solutions
Corporation" and its shares of common stock will trade on the NYSE
under the ticker symbol "ZWS".
Regal and Rexnord will provide additional details regarding the
expected closing in the coming weeks.
About Regal
Regal Beloit Corporation 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. Regal creates 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.
About Rexnord
Headquartered in Milwaukee,
Wisconsin, Rexnord is comprised of two strategic platforms,
Process & Motion Control and Water Management, with
approximately 6,800 employees worldwide.
The Process & Motion Control platform designs, manufactures,
markets, and services specified, highly engineered mechanical
components used within complex systems. The Water Management
platform designs, procures, manufactures and markets products that
provide and enhance water quality, safety, flow control and
conservation. Additional information about Rexnord can be found at
www.rexnordcorporation.com.
Forward Looking Statements
This press release contains forward-looking statements, within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, which reflect Regal's and Rexnord's current estimates,
expectations and projections about Regal, Rexnord and the PMC
Business's respective future results, performance, prospects and
opportunities. Such forward-looking statements may include, among
other things, the expected closing of the transactions involving
Regal, Rexnord and Land (the "Anticipated Transactions").
Forward-looking statements include statements that are not
historical facts and can be identified by forward-looking words
such as "anticipate," "anticipate," "estimate," "expect," and
similar expressions. These forward-looking statements are based
upon information currently available to Regal and Rexnord and are
subject to a number of risks, uncertainties, and other factors that
could cause actual results 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 Regal or Rexnord makes in this communication include:
the possibility that the conditions to the consummation of the
Anticipated Transaction will not be satisfied or will not be
satisfied within the timeframe expected by Regal and Rexnord;
changes in the extent and characteristics of the common
stockholders of Rexnord and the common shareholders of Regal and
its effect pursuant to the Merger Agreement on the number of shares
of Regal common stock issuable pursuant to the Anticipated
Transaction, magnitude of the dividend payable to Regal
shareholders pursuant to the Anticipated Transaction and the extent
of indebtedness to be incurred by Regal in connection with the
Anticipated Transaction; the determination by Regal and Rexnord of
the number of "Qualifying Overlap Shareholders" at the closing of
the Anticipated Transaction; the ability to obtain the anticipated
tax treatment of the Anticipated Transaction and related
transactions; risks associated with any litigation related to the
Transaction; and other risks and uncertainties including, but not
limited, to those described in the section entitled "Risk Factors"
in the Joint Proxy Statement, in Regal's or Rexnord's respective
Annual Reports on Form 10-K on file with the SEC and from time to
time in other filed reports including Regal's and Rexnord's
Quarterly Reports on Form 10-Q. For a more detailed description of
the risk factors associated with Regal and Rexnord, please refer to
Regal's Annual Report on Form 10-K for the fiscal year ended
January 2, 2021 on file with the SEC,
Rexnord's Transition Report on Form 10-KT for the transition period
from April 1, 2020 to December 31, 2020 filed with the SEC, Rexnord's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June
30, 2021 filed with the SEC, and subsequent SEC filings.
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
communication, and Regal, Rexnord and Land undertake no obligation
to update any forward-looking information contained in this
communication or with respect to the announcements described herein
to reflect subsequent events or circumstances.
Additional Information
This communication does not constitute an offer to buy, or a
solicitation of an offer to sell, any securities of Regal, Rexnord
or Land. In connection with the Anticipated Transaction, Regal and
Land filed registration statements with the SEC registering shares
of Regal common stock and Land common stock in connection with the
Anticipated Transaction, which have become effective. Regal's
Registration Statement on Form S-4 (No. 333-255982) includes a
joint proxy statement/prospectus-information statement relating to
the Anticipated Transaction, which has been mailed to Regal
shareholders and Rexnord shareholders. Regal 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 Regal, Rexnord, Land and the
Anticipated Transaction. The joint proxy
statement/prospectus-information statement and other documents
relating to the Anticipated 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.
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SOURCE Regal Beloit Corporation