Wabtec Files Proxy Statement With SEC On Proposed GE Transportation Merger

(RTTNews) - Wabtec Corp. (WAB) said Monday it has filed an amended preliminary proxy statement with the SEC relating to its proposed combination with GE Transportation, a unit of General Electric Co. (GE).

In mid-May, Wabtec announced a definitive agreement to combine with GE Transportation in a transaction valued at about $11.1 billion. Wabtec and GE Transportation said Monday they are progressing the proposed transaction toward an anticipated closing by the first quarter of 2019.

Albert 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."

According to Wabtec, its shareholders will have ownership in a combined company with a highly attractive growth profile and the company also expects to have approximately $8 billion in revenues, a more diversified business mix and higher margins.

Wabtec also noted that after the merger, about $150 million of annual cash tax savings is expected for next 15 years, and cumulative free cash flow of approximately $6 billion is expected from 2019-2022 for the combined business.

Further, Wabtec said that the preliminary proxy statement includes a minor adjustment to harmonize GE Transportation's historical financial information with Wabtec's revenue recognition accounting policies for the purpose of the preparation of required pro forma financial statements.

The company expects this harmonization is expected to result in a $63 million decrease in forecasted combined consolidated net revenue and EBIT in 2019, with no material effect in future years.