UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 27, 2015 (July 27, 2015)
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other Jurisdiction
of Incorporation)
| 033-90866 | 25-1615902 | |
| (Commission File No.) |
(I.R.S. Employer Identification No.) |
| 1001 Air Brake Avenue Wilmerding, Pennsylvania |
15148 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(412) 825-1000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure
On July 27, 2015, Westinghouse Air Brake Technologies Corporation (“Wabtec”) published a press release announcing its plans to acquire Faiveley Transport, a société anonyme à Directoire et Conseil de Surveillance (“Faiveley”), a leading provider of value-added, integrated systems and services for the railway industry. The proposed transaction, which is subject to various conditions, including labor group consultations, and other regulatory requirements, is structured in three steps. First, Wabtec has made an irrevocable offer to the owners of approximately 51% of Faiveley’s shares, and the 51% shareholders and Faiveley entered into exclusivity agreements with Wabtec. Second, subject to completion of labor consultations, Wabtec and the 51% owners will enter into a definitive share purchase agreement and Faiveley will enter into a definitive transaction agreement with Wabtec. Finally, upon completing the share purchase, Wabtec will commence a tender offer for the remaining publicly traded Faiveley shares. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On July 27, 2015, Wabtec released a presentation expected to be used in connection with certain future investor presentations, including a conference call on July 27, 2015, at 9:30 a.m. Eastern Time to discuss the proposed acquisition of Faiveley. A copy of the presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The presentation should be read together with Wabtec’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2014.
The information furnished in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of Wabtec under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the registrant specifically incorporates any such information by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
The following exhibits are filed with this report on Form 8-K:
| Exhibit |
Description | |
| 99.1 | Press Release, dated July 27, 2015 | |
| 99.2 | Investor Presentation, dated July 27, 2015 | |
Forward-Looking Statements
Statements contained in this report which are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements and certain information contained in this report involve risks and uncertainties that could result in actual results differing materially from expected results, including Wabtec’s proposed acquisition of Faiveley, which is subject to regulatory and other conditions, the timing of the transaction and benefits expected to be derived therefrom. Forward-looking statements represent Wabtec’s expectations and beliefs concerning future events, based on information available to Wabtec as of the date of this report. Wabtec undertakes no obligation to publicly update and revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report. Additional information regarding these and other factors is contained in Wabtec’s SEC filings, including without limitation Wabtec’s Form 10-K and Form 10-Q filings.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Wabtec has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION | ||
| By: | /s/ David L. DeNinno | |
| David L. DeNinno | ||
| Senior Vice President, General Counsel and Secretary | ||
Date: July 27, 2015
EXHIBIT INDEX
| Exhibits | Description | |
| 99.1 | Press Release, dated July 27, 2015 | |
| 99.2 | Investor Presentation, dated July 27, 2015 | |
Exhibit 99.1
|
News Release |
Wabtec Plans To Acquire Faiveley Transport
Strategic Combination To Expand Geographic Presence,
Broaden Capabilities and Enhance Product Innovation
WILMERDING, PA, July 27, 2015 – Wabtec Corporation (NYSE: WAB) plans to acquire Faiveley Transport S.A. (Euronext Paris: LEY), a leading global provider of value-added, integrated systems and services for the railway industry with annual sales of about $1.2 billion.
The transaction, which is subject to various conditions, including labor group consultations and other regulatory requirements, has been structured in three steps:
| • | Wabtec has made an irrevocable offer to the owners of approximately 51% of Faiveley Transport’s shares for a purchase price of €100 per share, payable 25% in cash and 75% in Wabtec preferred stock. The preferred stock will have a 1% annual dividend or, if greater, the dividend assuming full conversion into common shares, and must be converted after three years into Wabtec common shares at an implied ratio of one Faiveley Transport common share for 1.125 Wabtec common shares. Shareholders owning 51% of Faiveley Transport have entered into exclusive discussions with Wabtec. |
| • | Upon completion of required labor group consultations, Wabtec expects that the 51% shareholders will enter into a definitive share purchase agreement and Faiveley Transport will enter into a transaction agreement with Wabtec. |
| • | Upon completing the share purchase, Wabtec will commence a tender offer for the remaining publicly traded Faiveley Transport shares. The public shareholders will have the option to elect to receive €100 per share or Wabtec preferred stock. The preferred stock portion of the consideration is subject to a cap of 75% of Faiveley Transport’s common shares. Wabtec intends to delist Faiveley Transport from Euronext after the tender offer if minority interests represent less than 5%. |
The total purchase price is about $1.8 billion, including assumed debt. Wabtec plans to fund the cash portion of the transaction with cash on hand, existing credit facilities and potentially other debt financing.
The strategic combination of Wabtec and Faiveley Transport will create one of the world’s largest public rail equipment companies, with revenues of about $4.5 billion and a presence in all key freight rail and passenger transit geographies worldwide. Wabtec expects to realize at least €40 million in annual pre-tax synergies from the combination, and the transaction is expected to be accretive to Wabtec’s earnings per diluted share in 2016.
| Tim Wesley | Phone: 412.825.1543 | Wabtec Corporation | ||
| E-mail: twesley@wabtec.com | 1001 Air Brake Avenue | |||
| Website: www.wabtec.com | Wilmerding, PA 15148 |
|
|
News Release |
Albert J. Neupaver, Wabtec’s executive chairman, said: “Faiveley Transport is an excellent strategic fit, expanding our geographic presence considerably, broadening our product and service capabilities, and enhancing our technology and innovation initiatives, all of which will make us a more efficient global competitor. We are excited by the compelling opportunities and synergies created from the combination of two rail industry leaders with historic ties, a commitment to growth and efficiency, and a focus on technology, quality and customer service. We would be pleased to welcome the Faiveley family as a long-term Wabtec shareholder with representation on our Board of Directors.”
Faiveley Transport’s headquarters in Gennevilliers, France will become Wabtec’s global transit headquarters, under the Faiveley Transport brand name. Wabtec also intends to maintain the existing Faiveley Transport human resources policy in Europe for a period of at least 18 months after closing and to complement the company’s existing Centers of Competencies for engineering and research and development, in line with Faiveley Transport’s 2018 Strategic Plan presented in May 2015.
Founded more than 90 years ago, Faiveley Transport has more than 5,700 employees in 24 countries and generated record sales of about $1.2 billion in its most recent fiscal year. In 2005, Faiveley Transport purchased SAB WABCO, a leading supplier of braking equipment formerly affiliated with Wabtec. Today, Faiveley Transport supplies railway manufacturers, operators and maintenance providers with a range of valued-added, technology-based systems and services in Energy & Comfort (air conditioning, power collectors and converters, and passenger information), Access & Mobility (passenger access systems and platform doors), and Brakes & Safety (braking systems and couplers).
Raymond T. Betler, Wabtec’s president and chief executive officer, said: “Faiveley Transport brings to Wabtec many complementary products, a strong presence in the European and Asian transit industries, and solid relationships with blue-chip, global customers. Together, we expect to strengthen our ability to help our customers improve their safety, productivity and efficiency. We look forward to working with the Faiveley Transport team to ensure a successful combination for all stakeholders.”
Upon completion of the transaction, Stéphane Rambaud-Measson, current chairman of the Management Board and chief executive officer of Faiveley Transport, will join Wabtec as president and chief executive officer of Wabtec’s Faiveley Transport group and as Wabtec corporate executive vice president, reporting to Betler.
| Tim Wesley | Phone: 412.825.1543 | Wabtec Corporation | ||
| E-mail: twesley@wabtec.com | 1001 Air Brake Avenue | |||
| Website: www.wabtec.com | Wilmerding, PA 15148 |
|
|
News Release |
Rambaud-Measson said: “The combination of our operations with Wabtec would be an excellent strategic move for Faiveley Transport. Our complementarity is remarkable, both in terms of product portfolios and geographies. This transaction would enable us to pursue our ambition to become a global leader in railway equipment and services for the passenger transit market. Faiveley Transport would double in size with the contribution of Wabtec’s transit division thus enlarging the French industrial footprint of the group. The strong commitment of the Faiveley family as long-term shareholders is a testimony of the powerful industrial rationale of the proposed combination.”
Wabtec Corporation, with more than 13,000 employees in more than 20 countries and annual sales of about $3.3 billion, is a global provider of value-added, technology-based products and services for freight rail, passenger transit and other industrial segments. The company manufactures a range of products for locomotives, freight cars and passenger transit vehicles, new switcher and commuter locomotives and provides aftermarket services.
UBS Investment Bank and DC Advisory are serving as financial advisors to Wabtec, and Jones Day is acting as legal advisor.
Investor Call
Wabtec will host a call with analysts and investors at 9:30 am, U.S. Eastern Time today. To listen, go to www.wabtec.com and click on the “Webcasts” tab in the “Investor Relations” section. To view a copy of the presentation that will be discussed during the call, click on the “Press Releases” tab under “Corporate Information” and click on the press release titled “Wabtec Plans To Acquire Faiveley Transport.” The presentation will be included at the end of the press release on the website.
Forward-Looking Statements
Statements contained in this press release which are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements and certain information contained in the release involve risks and uncertainties that could result in actual results differing materially from expected results, including Wabtec’s proposed acquisition of Faiveley Transport, which is subject to regulatory and other conditions, the timing of the transaction and benefits expected to be derived therefrom. Forward-looking statements represent Wabtec’s expectations and beliefs concerning future events, based on information available to Wabtec as of the date of this release. Wabtec undertakes no obligation to publicly update and revise any forward-looking statements to reflect events or circumstances that may arise after the date of this release. Additional information regarding these and other factors is contained in Wabtec’s SEC filings, including without limitation Wabtec’s Form 10-K and Form 10-Q filings.
| Tim Wesley | Phone: 412.825.1543 | Wabtec Corporation | ||
| E-mail: twesley@wabtec.com | 1001 Air Brake Avenue | |||
| Website: www.wabtec.com | Wilmerding, PA 15148 |
|
|
News Release |
Certain Legal Matters
This communication is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this press release or otherwise.
The distribution of this communication in jurisdictions outside the U.S. or France may be restricted by law or regulation and therefore any person who comes into possession of this communication should inform themselves about, and comply with, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws or regulations of any such relevant jurisdiction.
Faiveley Transport is incorporated in France and listed on Euronext Paris and any offer for its securities will be subject to French disclosure and procedural requirements, which differ from those that are applicable to offers conducted solely in the U.S., including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments. The transactions described above will be structured to comply with French and U.S. securities laws and regulations applicable to transactions of this type.
In connection with the proposed transaction, Wabtec intends (if required by law) to file a registration statement with the SEC registering preferred shares. Faiveley Transport shareholders are urged to read the prospectus and/or information statement that will be included in the registration statements and any other relevant documents when they become available, and Wabtec shareholders are urged to read the information statement and any other relevant documents when they become available, because they will contain important information about Wabtec, Faiveley Transport and the proposed transaction. The documents relating to the proposed transaction (when they become available) can also be obtained free of charge from the SEC’s website at www.sec.gov. The documents (when they are available) can also be obtained free of charge from Wabtec upon written request to Wabtec, 1001 Air Brake Avenue, Wilmerding, PA 15148 or by calling 412-825-1543.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
| Tim Wesley | Phone: 412.825.1543 | Wabtec Corporation | ||
| E-mail: twesley@wabtec.com | 1001 Air Brake Avenue | |||
| Website: www.wabtec.com | Wilmerding, PA 15148 |
Exhibit 99.2
Wabtec
CORPORATION
Wabtec Plans to Acquire Faiveley Transport
Investor Presentation
July 27, 2015
Forward-Looking Statements
Statements contained in this presentation which are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act
of 1995. These forward-looking statements and certain information contained in the presentation involve risks and uncertainties that could result in actual results differing materially from expected results, including the Company’s proposed
acquisition of Faiveley Transport, which is subject to regulatory and other conditions, the timing of the transaction and benefits expected to be derived therefrom. Forward-looking statements represent the Company’s expectations and beliefs
concerning future events, based on information available to the Company as of the date of this release. The Company undertakes no obligation to publicly update and revise any forward-looking statements to reflect events or circumstances that may
arise after the date of this release. Additional information regarding these and other factors is contained in the Company’s SEC filings, including without limitation the Company’s Form 10-K and Form 10-Q filings.
Wabtec
CORPORATION
1
Wabtec Overview
Successful Track Record
$
millions, unless indicated1 2006 2007 2008 2009 2010 20111 2012 2013 2014 H1 2015
Sales $1,088 $1,360 $1,575 $1,402 $1,507 $1,968 $2,391 $2,566 $3,044 $1,666
Income from $130 $180 $213 $180 $203 $281 $392 $437 $527 $304
Operations
Operating Margin 11.9% 13.2% 13.5% 12.8% 13.5% 14.3% 16.4% 17.0% 17.3% 18.3%
Net Income $85 $110 $131 $115 $123 $180 $252 $292 $352 $198
Diluted EPS from
cont. ops ($) $0.88 $1.12 $1.34 $1.20 $1.28 $1.86 $2.59 $3.01 $3.62 $2.03
Cash from operations $151 $143 $159 $161 $176 $249 $237 $236 $472 $111
Debt net of cash $(38) $(85) $245 $203 $185 $109 $101 $165 $94 $135
94.244
100
75 CAGR: 23%
( $) 50 Year-end Stock Price2
25 15.193
0
2006 2007 2008 2009 2010 2011 2012 2013 2014 Q2 2015
Notes:
1 Does not include special items in second quarter
2 Only company on any U.S. stock exchange with a 14-year streak of stock price increases
3
Share price at 12/29/06
4 Share price at 6/30/15
Wabtec
CORPORATION
3
Diversified Revenue Base
Segment1
Transit
37%
Freight
63%
Market1
OEM
36%
Aftermarket
64%
69%
Geography1
Rest of
World
35%
U.S.
52%
Canada/ 12%
Mexico
13%
Note:
1 Represents H1 2015 split
Wabtec
CORPORATION
4
Performance-Driven Growth Strategies
Wabtec Performance System
Drives Our Investment in the Following Strategies:
1. Global and Market Expansion
2. Aftermarket Products and Services
3. New Products and Technologies
4. Acquisitions
VISION: To average double-digit EPS growth through the business cycle
(Actual Performance,
2006 - 2014: 19% CAGR)
Wabtec
CORPORATION
5
Acquisitions
Strategic,
selective acquisitions in core or adjacent businesses that add to Wabtec’s differentiation and/or help to dampen business cycle
Financial criteria: Goal of
accretion in first year, with positive and sustainable impact on economic profit
Completed 30+ transactions in the last 8 years, in support of
corporate growth strategies
– Expanded global footprint
–
Established presence in emerging countries
– Increased content in core business
– Strengthened aftermarket capabilities
– Added adjacencies
Wabtec
CORPORATION
6
Compelling Industry Dynamics, Strong Company Fundamentals
Compelling industry dynamics
– Worldwide rail supply industry large and growing
– Efficient transportation system essential to global economic growth
– Secular trends favorable
Strong company fundamentals
– Market leader with substantial installed base
– Diversified revenue model, strong
balance sheet and cash flow
– Wabtec Performance System drives continuous improvement
– Focused growth strategies and capital to invest
– Board and Management own ~5%
equity stake, with incentive compensation tied to EPS, working capital and economic profit
– 19% EPS CAGR Since 2006
On Track for Long-Term Growth
Wabtec
CORPORATION
7
Planned Acquisition of Faiveley Transport
Compelling Strategic Rationale for Acquisition of Faiveley Transport
Transaction re-combines original WABCO Rail divisions to create one of the world’s largest public rail equipment companies with total revenues of about $4.5 billion in the
compelling worldwide freight rail and passenger transit industry
– Complementary geographies, with minimal overlap
– Diversified end market offering
– Extension of product and service capabilities
– Enhances technology and innovation initiatives
– Expands
relationships with blue-chip, global customers
– Synergies to drive growth
Wabtec
CORPORATION
9
Transaction Overview
Purchase Price
€100 per share all-cash or Wabtec preferred stock
that converts into 1.125 Wabtec common shares per Faiveley Transport (Ticker: LEY) share
Enterprise Value of approximately €1.66 billion ($1.82 billion)1
9.9x IBES consensus FY2015/16E EBITDA including synergies2
9.4x IBES
consensus FY2016/17E EBITDA including synergies2
Consideration
In accordance
with French practice, Wabtec (Ticker: WAB) has irrevocably offered to acquire the ~51% LEY Family (the “Family”) shareholdings and the Family and LEY have granted WAB exclusivity rights; binding agreement will follow labor group
consultations
Family shareholdings to be purchased for 25% in cash and 75% in preferred stock. The preferred stock would convert into about 6% of fully diluted
common shares as of June 30, 2015
Upon purchase of the Family block, WAB to commence mandatory tender offer for the balance of LEY common shares for
€100 per share all-cash or up to 75% in preferred stock and the balance in cash
Financing
Other than the issuance of preferred stock, WAB plans to fund the cash portion of the transaction with cash on hand, existing credit facilities and potentially other debt financing
WAB has over $265 million in cash and credit facility capacity of ~$622 million3
Transaction is not contingent on financing
Closing
Closing of the purchase of family stake subject to regulatory clearances
WAB intends to delist
LEY from Euronext after the tender offer if minority interests represent less than 5%
WAB 2015 guidance unchanged – excludes transaction closing costs due to
timing uncertainty
Notes:
1 As of 7/24/2015, exchange rate of 1.09655 EUR /
USD
2 FYE March 2016 and FYE March 2017 EBITDA based on IBES consensus of €128 million and €137million as of July 24, 2015; includes long-term
annual synergies of €40 million
3 As of Q2 June 2015
Wabtec
CORPORATION
10
Complementary Geographies With Minimal Overlap
Sales by Geography
Wabtec1
Rest of World U.S.
35% 52%
Canada/
Mexico
13%
Faiveley Transport2
U.S.
12%
Rest of World
88%
Combined Company
U.S.
0 41%
Rest of World
Canada/
50%
Mexico
9%
Notes:
1 Represents H1 2015 split
2 Represents LTM 3/31/2015 split. Average LTM 3/31/2015 EUR/USD exchange rate of 1.2693
Wabtec
CORPORATION
11
Diversified End-Market Offering
Wabtec1
Faiveley Transport2
Combined Company
Freight
Transit
5%
Freight
37%
46%
Sales by
Freight
Transit
Segment
63%
54%
Transit
95%
OEM
36%
OEM
After-
OEM
Sales by
58%
market
42%
42%
Market
After-
After-
market
market
58%
64%
Notes:
1 Represents H1 2015 split
2 Represents LTM 3/31/2015 split. Average LTM 3/31/2015 EUR/USD exchange rate of 1.2693
Wabtec
CORPORATION
12
Extension of Product and Service Capabilities
Wabtec
CORPORATION
Faiveley
TRANSPORT
Freight:
Freight:
Brakes
Brakes
Air Compressors
Couplers
Friction Products
Axle Generators
Positive Train Control
Empty Load Valves
Broad
Heat Exchangers
Pneumatic Gates &
Transit:
Distributors
Comprehensive
Brakes
Slack Adjusters
Bus Door & Window
+
Transit:
Offering
Assemblies
Brakes
Rail Door & Window
Door, Ramp, and Window
Assemblies
Assemblies for Light, Metro,
Transit Couplers
High Speed and Regional
Commuter Locomotives
Rail Locomotives
Services:
Energy Efficient Assemblies
Services:
Signal Engineering &
Design Services
Installation & Upgrades
Components service/repair
Commissioning & Training
MRO
Wabtec
CORPORATION
13
Enhances Technology and Innovation Initiatives
Wabtec
CORPORATION
Faiveley
TRANSPORT
Product breadth and engineering expertise
Significant share of dedicated human resources
Technology to improve safety, productivity and efficiency
- 860 engineers,
10% dedicated to R&D
12 Centers of Competence worldwide covering each key business segment
More than 600 US patents and more than 2,200 worldwide
2,100 valid European or international
patents (including 44 patent families filed during FY 2014/2015)
Leader in Innovation Across Multiple Categories
- More than 450 filings in last three years
Active pipeline of upgrades and new products
Approximately 30-40 new patent applications per year
Tier IV cooling systems,
oil-free compressors, electronic braking, signalling and train control
Continue leading rail industry in development and deployment of Positive Train Control
Wabtec
CORPORATION
14
Expands Relationships with Blue-chip, Global Customers
Wabtec
CORPORATION
ALSTOM
AMTRAK
GO
A Division of Metrolinx
Kawasaki
INNOVATING RAIL
BOMBARDIER
SIEMENS
MTA Metropolitan Transportation Authority
NEW FLYER
UTA
CAF
ELECTRO MOTIVE
CSX
UNION
PACIFIC
BNSF
RAILWAY
CAT®
GUNDERSON
CN
North America’s Railroad
CANADIAN
PACIFIC
RAILWAY
NS
NORFOLK SOUTHERN
GE Transportation
KASAS
CITY
SOUTHERN
Lines
Faiveley
TRANSPORT
ALSTOM
TRENITALIA
BOMBARDIER
SNCF
INDIAN RAILWAYS
STADLER
CAF
SIEMENS
AnsaldoBreda
A Finmeccanica Company
CNR
HYUNDAI
Rotem
Wabtec
CORPORATION
15
Creating a Leading Rail Equipment and Services Company
Wabtec
Faiveley Transport
Combined Company
Countries
20
24
31
Manufacturing Locations
60
441104
Employees
13,188
5,756
18,944
LTM 3/31/2015 Sales ($mm)
$3,168
$1,3312
$4,499
LTM 3/31/2015 EBIT ($mm)
$554
$1212
$674
Notes:
1 Refer to production and maintenance sites
2 Average LTM 3/31/2015 EUR/USD exchange rate of
1.2693
Wabtec CORPORATION
16
Synergies to Drive Growth
Expected long-term annual synergies of at least €40 million to be achieved through:
Supply chain efficiencies
Review of operations for efficiency and cost savings
Leveraging SG&A capabilities
Complementary geographic presence, products and engineering
activities
Global scale in freight and transit rail equipment helps drive operational excellence
Improves ability to offer safety, productivity and efficiency enhancements to global rail markets
Wabtec CORPORATION
17
Intense Focus on Operational Execution
Disciplined integration processes in place
Al Neupaver will continue to be the WAB Executive
Chairman and Ray Betler will continue to be the WAB President and CEO
Current LEY CEO Stéphane Rambaud-Measson would become President and CEO of
Wabtec’s Faiveley Transport group and a Wabtec Corporate Executive Vice President, reporting to Ray Betler
LEY’s headquarters in Gennevilliers, France
would become the headquarters of Wabtec’s Faiveley Transport group
WAB also intends to maintain the existing Faiveley Transport human resources policy in
Europe for a period of at least 18 months after closing and to complement the company’s existing Centers of Competencies for engineering and research and development, in line with Faiveley Transport’s May 2015 Strategic Plan
Wabtec’s Faiveley Transport Group will encompass Wabtec’s dedicated transit activities worldwide, with overall combined revenues above $2B
Similar company cultures focused on technology, quality and customer service
Commitment to
growth and efficiency
Ongoing benefits from sharing of best practices worldwide
Combined company strategic vision and initiatives will remain the same
Wabtec
CORPORATION
18
Comments from Stéphane Rambaud-Measson
Thanks for asking me to join the call today, Al
On behalf of everyone at Faiveley Transport,
I’d just like to say that we are excited by today’s news and eager to move things forward
Faiveley Transport recently reported record revenues and
backlog, and we are positioned for future growth, as we continue to execute the company’s strategic plan
We believe Wabtec and Faiveley Transport have not
only a shared history, but similar company cultures focused on technology, quality and customer service
We will inform and consult with relevant employee
representative bodies about this project
We are excited to work with the Wabtec team to build on our recent success and look forward to the future with optimism
In a context of accelerated consolidation of our industry, the combination of our operations with Wabtec would be an excellent strategic move for Faiveley
Transport
Our complementarity is remarkable, both in terms of product portfolios and geographies
This transaction would enable us to pursue our ambition to become a global leader in railway equipment and services for the passenger transit market
The strong commitment of the Faiveley family as long term shareholder is a testimony of the powerful industrial rationale of the proposed combination
19
Compelling Strategic Rationale for Acquisition of Faiveley Transport
Transaction re-combines original WABCO Rail divisions to create one of the world’s largest public rail equipment companies with total revenues of about $4.5 billion in the
compelling worldwide freight rail and passenger transit industry
– Complementary geographies, with minimal overlap
– Diversified end market offering
– Extension of product and service capabilities
– Enhances technology and innovation initiatives
– Expands
relationships with blue-chip, global customers
– Synergies to drive growth
Wabtec CORPORATION
20
Certain Legal Matters
This communication is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this press release or otherwise.
The distribution of this communication in
jurisdictions outside the U.S. or France may be restricted by law or regulation and therefore any person who comes into possession of this communication should inform themselves about, and comply with, such restrictions. Any failure to comply with
such restrictions may constitute a violation of the securities laws or regulations of any such relevant jurisdiction.
Faiveley Transport is incorporated in France
and listed on Euronext Paris and any offer for its securities will be subject to French disclosure and procedural requirements, which differ from those that are applicable to offers conducted solely in the U.S., including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of payments. The transactions described above will be structured to comply with French and U.S. securities laws and regulations applicable to transactions of this type.
In connection with the proposed transaction, Wabtec intends (if required by law) to file a registration statement with the SEC registering preferred shares. Faiveley Transport
shareholders are urged to read the prospectus and/or information statement that will be included in the registration statements and any other relevant documents when they become available, and Wabtec shareholders are urged to read the information
statement and any other relevant documents when they become available, because they will contain important information about Wabtec, Faiveley Transport and the proposed transaction. The documents relating to the proposed transaction (when they
become available) can also be obtained free of charge from the SEC’s website at www.sec.gov. The documents (when they are available) can also be obtained free of charge from Wabtec upon written request to Wabtec, 1001 Air Brake Avenue,
Wilmerding, PA 15148 or by calling 412-825-1543.
Wabtec CORPORATION
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Certain Legal Matters, continued
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. contained in this
presentation which are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements and certain information contained in the presentation involve risks and
uncertainties that could result in actual results differing materially from expected results, including the Company’s proposed acquisition of Faiveley Transport, which is subject to regulatory and other conditions, the timing of the transaction
and benefits expected to be derived therefrom. Forward-looking statements represent the Company’s expectations and beliefs concerning future events, based on information available to the Company as of the date of this release. The Company
undertakes no obligation to publicly update and revise any forward-looking statements to reflect events or circumstances that may arise after the date of this release. Additional information regarding these and other factors is contained in the
Company’s SEC filings, including without limitation the Company’s Form 10-K and Form 10-Q filings.
Wabtec CORPORATION
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