BELOIT, Wis. & MILWAUKEE, Sept. 27,
2021 /PRNewswire/ -- Regal Beloit Corporation (NYSE: RBC)
and Rexnord Corporation (NYSE: RXN) today announced additional
details regarding the anticipated completion of the combination of
Regal and the Process & Motion Control ("PMC") Business of
Rexnord. Under the terms of the transaction, Rexnord will
spin-off the PMC Business by way of a pro rata dividend (the
"Spin-Off Dividend") of all of the outstanding common stock of
Rexnord's wholly owned subsidiary, Land Newco, Inc. ("Land"), the
owner of the PMC Business, to Rexnord stockholders as of the record
date for the dividend. Immediately following the spin-off Regal
will acquire Land in a stock-for-stock merger pursuant to which
Land will become a wholly-owned subsidiary of Regal. Former holders
of Land common stock will receive a fraction of a share of Regal
common stock for each share of Land common stock they owned
immediately prior to the merger. In connection with the
transaction, Regal is expected to pay to stockholders who held
Regal common stock prior to the merger a cash dividend (the "Regal
Special Cash Dividend"). As previously disclosed, (a) the
record date for the Spin-Off Dividend is the close of business on
September 29, 2021 and the payment
date is October 4, 2021, subject to
satisfaction or waiver of the applicable closing conditions and (b)
the record date for the Regal Special Cash Dividend is October 1, 2021 and the payment date is
October 5, 2021, subject to
satisfaction or waiver of the applicable closing conditions.
Based upon Regal's and Rexnord's understanding to date of the
characteristics of the shareholders that own both Regal and Rexnord
common stock, the number of shares of Regal and Rexnord common
stock owned by shareholders that own both Regal and Rexnord common
stock and the application of the IRS Private Letter Ruling received
by Rexnord, as well as the number of shares of Rexnord common stock
expected to be outstanding as of the record date for the Spin-Off
Dividend and the number of shares of Regal common stock expected to
be outstanding immediately prior to the merger, Regal and Rexnord
currently expect that the exchange ratio in the merger will be
0.2230 so that each share of Land common stock will be converted
into the right to receive 0.2230 of a share of Regal common stock
and that the amount of the Regal Special Cash Dividend will be
$6.99 per share of Regal common stock
outstanding as of the record date for the Regal Special Cash
Dividend (or approximately $284
million in the aggregate). Regal and Rexnord will
announce the final exchange ratio and final amount the Regal
Special Cash Dividend on the closing date.
While Regal and Rexnord believe the estimates of the exchange
ratio and amount of the Regal Special Cash Dividend are accurate,
they remain subject to change until the closing under certain
circumstances, including if the estimated number of outstanding
shares of Regal common stock changes prior to closing or the
estimated number of outstanding shares of Rexnord common stock
changes prior to the record date for the Spin-Off
Dividend.
The payment of the Spin-Off Dividend is subject to the
satisfaction of certain conditions. If the conditions are not
satisfied, the Spin-Off Dividend will not be paid. The Regal
Special Cash Dividend is conditioned upon completion of the
merger. If the merger is not completed, the Regal Special
Cash Dividend will be cancelled and will not be paid.
No action is required by Rexnord stockholders to receive their
shares of Regal common stock in the merger.
No fractional shares of Regal common stock will be issued in the
merger, and instead Rexnord stockholders will receive cash in lieu
of any fractional share.
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. 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 communication 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 future results. Such
forward-looking statements may include, among other things,
statements about the outcome of the variables and resulting
adjustment to the exchange ratio in the proposed transaction, the
number of shares of Regal common stock to be issued in the merger
between Land and a subsidiary of Regal (the "Merger"), the amount,
if any, of the Regal special dividend to be paid and the amount of
net indebtedness of Regal immediately following the Merger and
after giving effect to the amount of Land net indebtedness that
becomes indebtedness of the combined company as a result of the
Merger, statements regarding the expected closing of the proposed
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," "believe," "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.
View original
content:https://www.prnewswire.com/news-releases/regal-beloit-and-rexnord-announce-estimated-exchange-ratio-and-estimated-amount-of-regal-special-cash-dividend-in-connection-with-anticipated-completion-of-combination-of-regal-and-rexnords-pmc-business-301386148.html
SOURCE Regal Beloit Corporation