PR Newswire
BELOIT, Wis., Sept. 1, 2021
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
Global Footprint
Legal and Regulatory Environment
Mergers, Acquisitions and Divestitures
General
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.
SOURCE Regal Beloit Corporation
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