11/14/2018 Wabtec Announces Stockholder Approvals in Connection with Planned Combination with GE Transportation
WILMERDING, PA, Nov. 14, 2018 – Wabtec Corporation (NYSE: WAB) announced that at a special meeting today the company’s stockholders approved proposals in connection with its planned combination with GE Transportation.
Raymond T. Betler, Wabtec’s president and chief executive officer, said: “We’re very gratified that our stockholders expressed strong support for the proposals and, therefore, our combination with GE Transportation. This milestone marks a critical step in the process toward merging our two companies, which we believe will accelerate innovation for our customers; generate improved earnings, margins and cash flow for our stockholders; and create long-term growth opportunities for our employees.”
The transaction is expected to be completed by early 2019, subject to customary closing conditions. It is possible that the proposed combination could be completed at an earlier time if the closing conditions are satisfied sooner.
At today’s special meeting, more than 99 percent of the shares that were voted, or more than 85 percent of Wabtec’s total outstanding common stock entitled to vote, approved an amendment to Wabtec’s charter to increase the number of authorized shares of the company’s...
WILMERDING, PA, Oct. 30, 2018 – Wabtec Corporation (NYSE: WAB) today reported strong sales and EPS growth for the 2018 third quarter and affirmed its full-year EPS guidance.
2018 Third Quarter Consolidated Results
- Sales were $1.08 billion, 13 percent higher than the year-ago quarter. Compared to the year-ago quarter, organic sales increased $107 million and acquisitions increased sales $32 million, while changes in foreign currency exchange rates decreased sales by $20 million.
- Income from operations was $125 million including expenses of $11 million related to the proposed GE Transportation merger, restructuring actions and a tax law change in India. Excluding those items, income from operations was $136 million, or 12.6 percent of sales (see reconciliation table). SG&A expenses increased mainly due to those expenses and acquisitions.
- Net interest expense was $24 million, including $3.2 million related to the proposed GE Transportation merger.
- Income tax expense was $17 million for an effective tax rate of 16.2 percent. The quarter included a benefit of $7 million from the reduction of the estimated transition tax charge that was initially recorded in the fourth quarter of 2017 due to the ...
WILMERDING, PA, Oct. 16, 2018 – Wabtec Corporation (NYSE: WAB) declared its regular quarterly dividend of 12 cents per share, payable on Nov. 30, 2018 to holders of record on Nov. 16, 2018.
Wabtec also said it will report 2018 third quarter results before the U.S. financial markets open on Oct. 30, 2018. The company will conduct a conference call to discuss those results with analysts and investors at 10 a.m. the same day. To listen to the call via webcast, please go to www.wabtec.com and click on the “Investors” and “Webcasts” tabs of the site. An audio replay of the call will also be available by calling 412-317-0088 (passcode: 466#).
Wabtec Corporation (www.wabtec.com) is a leading global provider of equipment, systems and value-added services for transit and freight rail. Through its subsidiaries, the company manufactures a range of products for locomotives, freight cars and passenger transit vehicles. The company also builds new switcher and commuter locomotives, and provides aftermarket services. The company has facilities located throughout the world.
WILMERDING, PA, Oct. 12, 2018 – Wabtec Corporation (NYSE: WAB) today announced that it will hold a special meeting of stockholders on Wednesday, Nov. 14, 2018 to consider and vote on proposals to amend its charter to increase the number of authorized shares of Wabtec common stock and to approve the issuance of Wabtec common stock in connection with its proposed combination with GE Transportation. The special meeting will be held at 9 a.m. Eastern time at The Duquesne Club, 325 Sixth Avenue, Pittsburgh, PA 15222. Wabtec’s stockholders of record at the close of business on Oct. 11, 2018, will be entitled to receive notice of, and to vote at, the special meeting.
Additional information related to the charter amendment, the share issuance, the proposed combination and the special meeting is included in the definitive proxy statement dated, and filed with the SEC today, Oct. 12, 2018. The definitive proxy statement is first being mailed to Wabtec’s stockholders on or about Oct. 12, 2018.
The proposed combination with GE Transportation is expected to be completed by early 2019, subject to customary closing conditions. It...
Reiterates Strategic and Financial Logic Underlying the GE Transportation Merger
WILMERDING, PA, Sept. 17, 2018 – Wabtec Corporation (NYSE: WAB) today filed an amended preliminary proxy statement with the SEC relating to its proposed combination with GE Transportation. Wabtec and GE Transportation are progressing the proposed transaction toward an anticipated closing by the first quarter of 2019.
Albert J. Neupaver, Wabtec’s executive chairman, said: “Today’s proxy filing reiterates and reinforces the strategic and financial logic of our planned combination with GE Transportation, to form a diversified, global leader for rail equipment, services and software. We are even more confident than when we announced the transaction in May that this combination will serve the best long-term interests of our shareholders.”
As outlined in May, the strategic and financial rationale for the GE Transportation transaction remains compelling and unchanged. After the Merger:
- Wabtec shareholders will have ownership in a combined company with a highly attractive growth profile based on an improved business mix, expanded global reach and faster innovation
- Wabtec expects to have approximately $8 billion in revenues, a ...
WILMERDING, PA, Sept. 14, 2018 – Wabtec Corporation (NYSE: WAB) today issued the following statement regarding its planned merger with GE Transportation:
“The company continues to make progress in its planned merger with GE Transportation, including today the successful execution and settlement of $500 million of three-year Floating Rate Notes and $2 billion of five-year and 10-year Senior Notes to fund a majority of the cash requirements for the transaction. Wabtec expects the transaction to be completed by early 2019. The company affirms the material financial aspects of the transaction announced in May, including GE Transportation’s estimated adjusted EBITDA growing to between $900 million and $1 billion in 2019. Upon completion of the merger, we believe we will be poised to drive strong growth in 2019 and beyond and well-positioned to serve customers as industry demand continues to improve.”
On Monday, Sept. 17, Wabtec intends to file its amended proxy statement relating to the shareholders meeting to approve the transaction.
Wabtec Corporation is a leading global provider of equipment, systems and value-added services for transit and freight rail. Through its subsidiaries,...
9/13/2018 Wabtec To Exhibit At InnoTrans 2018 in Berlin; Focusing On Passenger Experience, Green Solutions, and Whole-Life Support
WILMERDING, PA, September 13, 2018 – Wabtec Corporation (NYSE: WAB) said it will exhibit at InnoTrans, the railway industry’s largest trade fair, to be held in Berlin, Germany, from Sept. 18-25. At the event, the company will focus on three key areas: Passenger Experience, Green Solutions and Whole-Life Support. Each will be represented in Freight Rail and Passenger Transit solutions on display, as well as in connectivity technologies.
Wabtec will showcase Transit Braking Solutions, including Faiveley MetroFlexx®, the new versatile integrated brake control system for mass transit designed for service brake, emergency brake, and wheel side protection throughout the train. Other brake products will include MBC, the market’s most modular brake control for TSI mainline trains, and C-HPU, its latest generation Hydraulic Power Unit for Light Rail Vehicles, which is 30% lighter and up to 60% more compact. A segmented wheel mounted disc will also be displayed, as well as high performance friction pairs and a Smart Sanding Monitoring System 4.0, which transmits sand level data and alerts in real-time to a remote server and indicates if the sanding unit is operating correctly.
WILMERDING, PA, Sept. 12, 2018 – Wabtec Corporation (NYSE: WAB) (“Wabtec”) today announced that it has priced a public offering of (i) $500 million of Floating Rate Senior Notes due 2021 (the “Floating Rate Notes”), (ii) $750 million of 4.150% Senior Notes due 2024 (the “2024 Notes”) and (iii) $1.25 billion of 4.700% Senior Notes due 2028 (the “2028 Notes,” and, together with the Floating Rate Notes and the 2024 Notes, the “Notes”). The Notes will be guaranteed by each of Wabtec’s current and future subsidiaries that guarantee its indebtedness under its credit agreement or any other debt of Wabtec or any other guarantor.
The Floating Rate Notes will pay interest quarterly in arrears and the 2024 Notes and the 2028 Notes will pay interest semi-annually in arrears. The Floating Rate Notes will mature on September 15, 2021, the 2024 Notes will mature on March 15, 2024 and the 2028 Notes will mature on September 15, 2028, in each case, unless earlier redeemed or repurchased.
Wabtec intends to use the net proceeds from the offering, together with borrowings under its credit agreement and cash...
8/8/2018 Knorr-Bremse AG (Knorr) and Westinghouse Air Brake Technologies Corporation (Wabtec) have entered into a settlement with the United States Department of Justice
Please take notice that Knorr-Bremse AG (Knorr) and Westinghouse Air Brake Technologies Corporation (Wabtec) have entered into a settlement with the United States Department of Justice relating to their respective employee recruiting, solicitation, and hiring practices.
On April 3, 2018, the United States filed a federal civil antitrust Complaint alleging that Knorr and Wabtec entered into agreements that restrained cold calling, soliciting, recruiting, hiring, or otherwise competing for employees (collectively, “no-poach agreements”) in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1. At the same time, the United States filed a proposed settlement that prohibits each of Knorr and Wabtec from entering into, maintaining, or enforcing no-poach agreements with another employer subject to limited exceptions. This prohibition includes seeking permission or approval before considering, approaching, or hiring an employee or requiring the other employer to seek permission or approval from Knorr and Wabtec before considering or approaching one of their employees.
As part of its settlement with the United States, Knorr and Wabtec confirmed that each company has unilaterally withdrawn from and will not enforce any prohibited no-poach agreements it may...
WILMERDING, PA, July 24, 2018 – Wabtec Corporation (NYSE: WAB) today reported second quarter results and increased its full-year guidance for revenues and earnings per diluted share.
2018 Second Quarter Consolidated Results
- Sales were $1.1 billion, a 19 percent increase compared to the year-ago quarter. Compared to the year-ago quarter, organic sales increased $105 million; acquisitions increased sales $39 million; and changes in foreign currency exchange rates increased sales by $35 million, mainly in our Transit segment.
- Income from operations was $124 million, including expenses of $9 million related to the proposed GE Transportation merger, $4 million for restructuring and $4 million for a tax law change in India. SG&A expenses increased mainly due to those expenses, changes in foreign currency exchange rates and acquisitions. Excluding those items, income from operations was $141 million, or 12.6 percent of sales (see reconciliation table).
- Net interest expense was $32 million, including $12 million of financing costs related to the proposed GE Transportation merger. Net interest expense in the prior-year quarter included a $2 million benefit related to the prepayment of debt assumed in the Faiveley Transport acquisition.
- Other ...