BELOIT, Wis. and MILWAUKEE, Sept. 17,
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 a cash dividend (the "Regal
Special Cash Dividend") to its shareholders who held Regal common
stock on the record date for such Regal Special Cash Dividend. The
record date will be prior to the merger with a payment date
following the merger.
Immediately following completion of the transaction, (a) Rexnord
stockholders will continue to own their shares of Rexnord common
stock and will also own a number of shares of Regal common stock
equal to the number of shares of Land they received in the Spin-Off
Dividend multiplied by the exchange ratio for the merger and (b)
Regal shareholders will continue to own their shares of Regal
common stock and will receive cash in an amount equal to the per
share amount of the Regal Special Cash Dividend multiplied by the
number of shares of Regal common stock they owned as of the record
date for the Regal Special Cash Dividend. The exact amount of
the exchange ratio for the merger and the amount of the Regal
Special Cash Dividend will be determined closer to the closing
date. For additional information about the calculation of the
exchange ratio and the amount of the Regal Special Cash Dividend,
see the joint proxy statement/prospectus-information statement
dated July 21, 2021 of the companies
filed with the U.S. Securities and Exchange Commission (the "SEC")
and the Current Reports on Form 8-K filed by the companies with the
SEC on August 24, 2021.
Additional details regarding the anticipated exchange ratio and
amount of the Regal Special Cash Dividend will be released within
approximately one week.
In addition, 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".
The Rexnord Board of Directors has set the close of business on
September 29, 2021 as the record date
for the Spin-Off Dividend and October 4,
2021, the anticipated closing date, as the payment date for
the Spin-Off Dividend, subject to satisfaction or waiver of the
applicable closing conditions. Each holder of record of
Rexnord common stock as of the record date for the Spin-Off
Dividend will be entitled to receive one share of Land common stock
for each share of Rexnord common stock held of record as of such
record date. The payment of the Spin-Off Dividend is subject to the
satisfaction or waiver of certain conditions. If the
conditions are not satisfied or waived, the Spin-Off Dividend will
not be paid. The shares of Land common stock will not be
transferable following the Spin-Off Dividend and the transfer agent
for Land will be instructed not to effect any transfers of Land
common stock following the Spin-Off Dividend.
The Regal Board of Directors has set the close of business on
October 1, 2021 as the record date
for the Regal Special Cash Dividend and October 5, 2021 as the payment date, subject to
satisfaction or waiver of the applicable closing conditions.
Each holder of record of Regal common stock as of the record date
for the Regal Special Cash Dividend will be entitled to receive the
per share amount of the Regal Special Cash Dividend for each share
of Regal common stock held of record as of such record date. 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. In
addition, as previously disclosed, the Regal Board of Directors has
set the close of business on October 1,
2021 as the record date and October
15, 2021 as the payment date for Regal's regular quarterly
dividend (the "Regal Regular Dividend"). The Regal Regular
Dividend is not conditioned upon completion of the merger.
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 of Regal common stock.
When Issued (WI) Trading to Begin for Rexnord on New York
Stock Exchange (NYSE)
Rexnord has been advised by the NYSE that, beginning on or about
September 28, 2021 and continuing to
and including the closing date of the merger, there will be two
markets in Rexnord common stock on the NYSE: a "regular way" market
and an "ex-distribution" market. Also during this period, a
Rexnord stockholder can sell the right to its Regal common stock
that it will receive pursuant to the merger in a "when issued"
("WI") market.
Outlined below are trading options for Rexnord stockholders that
will be provided by the NYSE on or about September 28, 2021 to and including the closing
date of the merger:
RXN
If, during this period, a Rexnord stockholder sells shares of
Rexnord common stock in the regular way market (under Rexnord's
existing NYSE symbol "RXN"), the stockholder will be selling both
its Rexnord common stock and the right to receive shares of Regal
common stock pursuant to the merger.
RXN WI
If, during this period, a Rexnord stockholder sells shares of
Rexnord common stock in the "ex-distribution" market (under the
temporary NYSE symbol "RXN WI"), the stockholder will be selling
only its shares of Rexnord common stock and will be retaining its
right to receive shares of Regal common stock pursuant to the
merger.
RBC WI
A Rexnord stockholder also has the option to sell its right to
shares of Regal common stock and retain its shares of Rexnord
common stock during this period in the "when issued" market. This
option will be available under the temporary NYSE symbol "RBC
WI".
Trades under the symbols "RXN WI" and "RBC WI" will settle after
the closing date of the merger. If the merger is not completed, all
trades under these symbols will be cancelled.
ZWS
Beginning on October 5, 2021,
Rexnord Corporation will trade under its new name "Zurn Water
Solutions Corporation" and its new ticker symbol "ZWS".
Trading on the NYSE for Regal
Shares of Regal common stock will continue to trade on the NYSE
under the symbol "RBC" up to and including October 4, 2021. Regal has been advised by
the NYSE as follows with respect to trading in Regal shares as it
relates to the Regal Special Cash Dividend and the Regal Regular
Dividend.
With Respect to Regal Special Cash Dividend
Beginning on or about September 30,
2021 and continuing to but not including October 5, 2021, the payment date for the Regal
Special Cash Dividend, shares of Regal common stock will trade with
"due bills" with respect to the Regal Special Cash Dividend so that
if you sell your shares of Regal common stock you will also be
selling your right to receive the Regal Special Cash Dividend.
With Respect to Regal Regular Dividend
The ex-dividend date for the Regal Regular Dividend will be
September 30, 2021.
RRX
Beginning on October 5, 2021,
Regal Beloit Corporation will trade under its new name "Regal
Rexnord Corporation" and its new ticker symbol "RRX".
Consult with Financial Advisors
In all cases, stockholders are encouraged to consult with
financial advisors about the specific implications of (a) selling
shares of Rexnord common stock or the right to receive shares of
Rexnord common stock on or before the closing date of the merger or
(b) selling shares of Regal common stock on or before the closing
date of the merger.
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 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 Regal, Rexnord and the PMC
Business's respective future results, performance, prospects and
opportunities. 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 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," "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 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