Accomplished leaders building GE’s legacy.Answers to popular and relevant inquiries.Goldman Sachs & Co. LLC and Jones Day are acting as financial advisor and legal counsel, respectively, to Wabtec in the transaction.Access important shareholder information.Explore GE’s recent and historic SEC filings.Learn about governance at GE, including the latest Proxy Statement and information about the GE Board of Directors.Together with our customers, we’re proving that no one is ever limited to only affordable, reliable, or sustainable energy.Learn how we’re delivering on our priorities.We’re continuing to do all we can to support our customers and employees during this unprecedented time.
At closing, Wabtec plans to report its 2018 fourth quarter and full year results, and to provide 2019 financial guidance for the combined company. We’re deeply proud of GE employees around the world rising to the challenge.At GE, we rise to the challenge of building a world that works. No sales can be made for 30 days post-closing, and GE must complete all sales before the third anniversary of the merger closing, subject to limited exceptions for market conditions.Learn more about our culture, businesses, and life at GE. In connection with the proposed transaction between GE and Wabtec, Wabtec has filed with the SEC a registration statement on Form S-4 and a definitive proxy statement on Schedule 14A. Transportation Systems Holdings Inc., a wholly owned subsidiary of GE created for the transaction (“SpinCo”), has filed a registration statement on Form S-1. Readers are cautioned not to place undue reliance on any of these forward-looking statements.Access GE’s recent and historic Annual Reports and accompanying materials.Contact information for general inquiries and feedback.Offering a suite of products to help unlock the full potential of additive manufacturing.We build intelligent devices, data analytics, applications and services to enable healthcare practitioners to deliver care more efficiently and with better outcomes.PJT Partners LP and Davis Polk & Wardwell LLP are acting as financial advisor and legal counsel, respectively, to GE with regards to the modifications to the terms of the transaction. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction or may require conditions, limitations or restrictions in connection with such approvals; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected by GE or Wabtec, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of GE, Wabtec and SpinCo; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in achieving revenue and cost synergies of the combined company; (8) inability to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) the risk that shareholder litigation in connection with the proposed transaction or other settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic and/or industry specific conditions, including the impacts of tax and tariff programs, industry consolidation, and changes in the financial condition or operating strategies of our customers; (13) changes in the expected timing of projects; (14) a decrease in freight or passenger rail traffic; (15) an increase in manufacturing costs; (16) actions by third parties, including government agencies; (17) the risk that the ongoing government shutdown, and potential effects thereof, may affect the timing of the proposed transaction; and (18) other risk factors as detailed from time to time in GE’s and Wabtec’s respective reports filed with the SEC, including GE’s and Wabtec’s annual reports on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC.
In aggregate, Wabtec will issue 3.3 million fewer shares than originally contemplated.
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