Wabtec, GE Transportation Modify Merger Terms - Quick Facts

(RTTNews) - Wabtec Corp. (WAB) and GE (GE) announced they have modified the terms of the planned merger of Wabtec and GE Transportation, a business unit of GE. Under the terms of the modified arrangements, GE will complete the spin off of a portion of GE Transportation to GE shareholders and immediately thereafter merge GE Transportation into a wholly owned subsidiary of Wabtec. Under the modified structure, the spin-off will be considered a taxable dividend for U.S. federal income tax purposes. The deal is expected to close by the end of February 2019.

Upon closing, Wabtec shareholders will own approximately 50.8% of Wabtec on a fully diluted basis, compared to approximately 49.9% under the previous terms. GE shareholders will directly own approximately 24.3% of Wabtec on a fully diluted basis and GE will own common stock and non-voting convertible preferred stock which together represent approximately a 24.9% economic interest in Wabtec on a fully diluted basis, up from the 9.9% stake that GE would have owned under the originally announced transaction terms.

GE will sell down its interest in Wabtec subject to certain staggered lock-up provisions and size constraints designed to facilitate an orderly disposition of its shares. GE must complete all sales before the third anniversary of the merger closing, under the agreement.