BELOIT, Wisconsin. & MILWAUKEE, September 27, 2021 / PRNewswire / – Regal Beloit Corporation (NYSE: RBC) and Rexnord Corporation (NYSE: RXN) today announced additional details regarding the planned completion of the combination of Regal and the Process & Motion Control (âPMCâ business) ) from Rexnord. Under the terms of the transaction, Rexnord will divest the PMC business by way of a pro rata dividend (the âDerivative Dividendâ) of all outstanding common shares of Rexnord’s wholly owned subsidiary, Land Newco, Inc. ( âLandâ), the owner of the PMC business, to Rexnord shareholders on the dividend recording date. Immediately after the spin-off, Regal will acquire Land as part of a share merger whereby Land will become a wholly-owned subsidiary of Regal. Former holders of Land ordinary shares will receive a fraction of Regal ordinary shares for each Land ordinary share they owned immediately prior to the merger. As part of the transaction, Regal is expected to pay shareholders who held Regal common stock prior to the merger a cash dividend (the âRegal Special Cash Dividendâ). As previously stated, (a) the recording date for the derivative dividend is the close of business on September 29, 2021 and the payment date is October 4, 2021, subject to the satisfaction or waiver of the applicable closing conditions and (b) the recording date of the special Regal 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 on Regal and Rexnord’s understanding to date of the characteristics of shareholders who own both Regal and Rexnord common shares, the number of Regal and Rexnord common shares held by shareholders who own to both Regal and Rexnord Common Shares and IRS Enforcement Private Ruling Letter Received by Rexnord, as well as the number of Rexnord Common Shares expected to be outstanding as of the Dividend Record Date of the spin-off and the number of Regal common shares expected to be outstanding immediately prior to the merger, Regal and Rexnord currently expect the exchange ratio in the merger to be 0.2230 so that each Land common share will be converted entitled to receive 0.2230 of an ordinary share of Regal and that the amount of Regal Special Cash Dividend will be $ 6.99 per Regal ordinary share outstanding on the date of registration of the Regal special cash dividend (or approximately $ 284 million generally). Regal and Rexnord will announce the final exchange ratio and the final amount of the special Regal cash dividend on the closing date.
While Regal and Rexnord believe the estimates of the Exchange Ratio and Regal Special Cash Dividend Amount are accurate, they remain subject to change until Closing in certain circumstances, including if the estimated number of Common Shares Regal’s outstanding changes prior to closing. or the estimated number of shares outstanding of Rexnord common stock changes prior to the derivative dividend recording date.
The payment of the spin-off dividend is subject to the satisfaction of certain conditions. If the conditions are not met, the spin-off dividend will not be paid. The Regal Special Cash Dividend is conditional on the completion of the merger. If the merger is not completed, the Regal Special Cash Dividend will be canceled and will not be paid.
No action is required from Rexnord shareholders to receive their Regal common shares in connection with the merger.
No fractional common shares of Regal will be issued as part of the merger, and instead Rexnord shareholders will receive cash in lieu of any fractional shares.
Regal Beloit Corporation (NYSE: RBC) is a global leader in the engineering and manufacturing of electric motors and drives, power generation and transmission products, serving customers around the world. Regal creates a better future by responsibly developing and producing energy efficient products and systems.
Regal is comprised of four business segments: Business Systems, Industrial Systems, Climate Solutions and Power Transmission Solutions. Regal is headquartered at Beloit, Wisconsin and has manufacturing, sales and service facilities around the world. For more information visit RegalBeloit.com.
Based at Milwaukee, Wisconsin, Rexnord is made up 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 high-tech mechanical components used in complex systems. The Water Management platform designs, purchases, manufactures and markets products that provide and improve the quality, safety, flow control and conservation of water. Additional information about Rexnord is available at www.rexnordcorporation.com.
This communication contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which reflect Regal and Rexnord’s current estimates, expectations and projections regarding future results. Such forward-looking statements may include, among other things, statements about the outcome of the variables and the resulting exchange ratio adjustment in the proposed transaction, the number of common shares of Regal to be issued in connection with the transaction. merger between Land and a subsidiary of Regal (the âMergerâ), the amount, if any, of Regal’s special dividend payable and the amount of Regal’s net debt immediately after the Merger and after taking into account the amount of the net debt of Land which becomes the indebtedness of the merged company, statements regarding the planned closing of the proposed transactions involving Regal, Rexnord and Land (the âPlanned Transactionsâ). Cents include statements that are not historical fact and can be identified by forward-looking words such as âanticipateâ, âbelieveâ, âestimateâ, âexpectâ and similar expressions. These forward-looking statements are based on 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 or implied. by these forward-looking statements. statements. Important factors that could cause actual results to differ materially from the results mentioned in any forward-looking statements Regal or Rexnord make in this communication include: the possibility that the conditions for the completion of the anticipated transaction will not be met or will not be met. not satisfied within the time limits set by Regal and Rexnord; changes in the scope and characteristics of Rexnord common shareholders and Regal common shareholders and its effect in accordance with the merger agreement on the number of Regal common shares issuable in accordance with the planned transaction, the magnitude the dividend payable to Regal shareholders in accordance with the Early Transaction and the extent of the debt to be contracted by Regal in connection with the Early Transaction; the determination by Regal and Rexnord of the number of âEligible Straddling Shareholdersâ upon closing of the anticipated transaction; the ability to obtain early tax treatment of the Early Transaction and related transactions; the risks associated with any dispute relating to the Transaction; and other risks and uncertainties, including, but not limited to, those described in the section entitled âRisk Factorsâ in the joint proxy statement, in the respective annual reports of Regal or Rexnord on Form 10 -K filed with the SEC and from time to time in other filed reports, including Regal and Rexnord 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 year ended. January 2, 2021 filed 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 filings with the SEC. Shareholders, potential investors and other readers are urged to take these factors into account in evaluating 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 assume 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.
This communication does not constitute an offer to buy or a solicitation of an offer to sell securities of Regal, Rexnord or Land. As part of the advance transaction, Regal and Land filed registration statements with the SEC registering the common stock of Regal and the common stock of Land under the advance transaction, which became effective. Regal’s registration statement on Form S-4 (# 333-255982) includes a Proxy Circular / Joint Disclosure Prospectus relating to the Advance Transaction, which has been mailed to Regal shareholders and to Rexnord shareholders. Regal shareholders and Rexnord shareholders are urged to read the Management Proxy Circular / Joint Information Prospectus and any other relevant documents when available, as they contain and will contain important information about Regal, Rexnord, the land and the planned transaction. The Joint Proxy Circular / Information Prospectus and other documents relating to the Advance Transaction are also available free of charge from the SEC’s website at www.sec.gov. The Joint Proxy Circular / Prospectus-Disclosure Statement and other documents may 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