BELOIT, Wis., Aug. 19, 2021 /PRNewswire/ -- Regal Beloit
Corporation (NYSE: RBC), a global leader in the engineering and
manufacturing of power transmission solutions and high-efficiency
electric motors and systems, today announced that contingent on
closing its planned merger with Rexnord Corporation's Process &
Motion Control segment ("PMC"), Regal's power transmission
business, which will be comprised of its current Power Transmission
Solutions segment ("PTS") and PMC, will be re-named Motion Control
Solutions ("MCS"). In addition, Kevin J.
Zaba, currently President of PMC, will lead MCS and
Jerry Morton, who currently serves
as President of PTS will become President, Integration – Motion
Control Solutions and will oversee the integration of PMC with PTS.
Both Mr. Zaba and Mr. Morton will report to Regal CEO, Louis V. Pinkham.
Mr. Zaba has served as President of Rexnord's PMC platform since
2016. He also served as the President of Rexnord's Power
Transmission Group from 2014 to 2016. Prior to joining Rexnord, Mr.
Zaba served in various positions with Rockwell Automation, Inc., a
leading global provider of industrial automation power, control and
information solutions.
Mr. Morton joined Regal in 2015 and became President of the PTS
segment in 2019. Prior to being promoted to his current position,
Mr. Morton served as the Business Leader of PTS from 2017-2019.
Before joining Regal, Mr. Morton served in various positions with
Emerson Electric Co., a manufacturing and engineering services
provider for a wide variety of Industrial, Commercial, and Consumer
markets.
In connection with these leadership changes, CEO Pinkham
commented, "It is clear that Kevin has excelled as President of
PMC and I believe he embodies the values I expect from our Regal
leaders. I am also confident that Kevin and his team will be
extremely well positioned to leverage Regal's and PMC's combined
capabilities across the Industrial Powertrain to create new,
highly-valued products and solutions that drive differentiated
growth for Regal."
Mr. Pinkham went on to comment, "I am equally excited to have
Jerry become President of Integration for MCS. Jerry is a key Regal
leader, who has a track record for driving profitable growth. I am
confident that Jerry will drive the merger integration activities,
while partnering with Kevin to achieve or exceed the identified
synergies of the combined businesses."
"As indicated when we announced the merger between Regal and
PMC, one of the key attributes is being able to tap into the two
incredibly strong talent pools that exist at each organization,
which I believe we are doing with the appointments of Kevin and
Jerry – and will continue doing post close. Furthermore, the
cultural fit between the two companies is incredibly strong. I see
this fit between our future MCS leaders and also more broadly
across Regal and PMC, which I believe will go a long way towards
ensuring a smooth integration and our long term success."
ABOUT THE COMPANY
Regal Beloit Corporation (NYSE: RBC) is a global leader in the
engineering and manufacturing of electric motors and controls,
power generation and power transmission products serving customers
throughout the world. Our purpose is to create a better tomorrow by
energy-efficiently converting power into motion.
The Company is comprised of four operating segments: Commercial
Systems, Industrial Systems, Climate Solutions and Power
Transmission Solutions. Regal is headquartered in Beloit, Wisconsin and has manufacturing, sales
and service facilities worldwide. For more information, visit
RegalBeloit.com.
CAUTIONARY STATEMENT
Certain statements made in this communication are
"forward-looking statements" intended to qualify for the safe
harbor from liability established by the Private Securities
Litigation Reform Act of 1995. This communication contains
forward-looking statements, within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, which reflect
current estimates, expectations and projections of Regal Beloit
Corporation (the "Company") about the Company's future results,
performance, prospects and opportunities. Such forward-looking
statements may include, among other things, statements about the
Company's future operations, anticipated business levels, future
earnings, planned activities, anticipated growth, market
opportunities, strategies, competition and other expectations and
estimates for future periods. Forward-looking statements may also
include statements relating to the proposed acquisition of Rexnord
Corporation's ("Rexnord") Process & Motion Control business
(the "PMC Business") (the "Rexnord Transaction"), the benefits and
synergies of the Rexnord Transaction, future opportunities for the
Company, the PMC Business and the combined company, and any other
statements regarding the Rexnord Transaction or the combined
company. Forward-looking statements include statements that are not
historical facts and can be identified by forward-looking words
such as "anticipate," "believe," "could," "estimate," "expect,"
"intend," "plan," "may," "should," "will," "would," "project,"
"forecast," and similar expressions. These forward-looking
statements are based upon information currently available to the
Company and are subject to a number of risks, uncertainties, and
other factors that could cause the performance, prospects, or
opportunities to differ materially from those expressed in, or
implied by, these forward-looking statements. Important factors
that could cause actual results to differ materially from the
results referred to in the forward-looking statements the Company
makes in this report include:
Operations and Strategy
- the continued financial and operational impacts of and
uncertainties relating to the COVID-19 pandemic on customers and
suppliers and the geographies in which they operate;
- uncertainties regarding the ability to execute restructuring
plans within expected costs and timing;
- our ability to develop new products based on technological
innovation, such as the Internet of Things ("IoT"), and marketplace
acceptance of new and existing products, including products related
to technology not yet adopted or utilized in certain geographic
locations in which we do business;
- fluctuations in commodity prices and raw material costs;
- our dependence on significant customers;
- effects on earnings of any significant impairment of goodwill
or intangible assets;
- prolonged declines or disruption in one or more markets we
serve, such as heating, ventilation, air conditioning ("HVAC"),
refrigeration, power generation, oil and gas, unit material
handling or water heating;
- product liability and other litigation, or claims by end users,
government agencies or others that our products or our customers'
applications failed to perform as anticipated, particularly in high
volume applications or where such failures are alleged to be the
cause of property or casualty claims;
- our overall debt levels and our ability to repay principal and
interest on our outstanding debt, including debt assumed or
incurred in connection with the Rexnord Transaction;
- our dependence on key suppliers and the potential effects of
supply disruptions;
- seasonal impact on sales of our products into HVAC systems and
other residential applications;
Global Footprint
- actions taken by our competitors and our ability to effectively
compete in the increasingly competitive global electric motor and
controls, power generation and power transmission industries;
- risks associated with global manufacturing, including risks
associated with public health crises;
- economic changes in global markets where we do business, such
as reduced demand for the products we sell, currency exchange
rates, inflation rates, interest rates, recession, government
policies, including policy changes affecting taxation, trade,
tariffs, immigration, customs, border actions and the like, and
other external factors that we cannot control;
Legal and Regulatory Environment
- unanticipated costs or expenses we may incur related to
litigation, including product warranty issues;
- infringement of our intellectual property by third parties,
challenges to our intellectual property and claims of infringement
by us of third party technologies;
- losses from failures, breaches, attacks or disclosures
involving our information technology infrastructure and data;
Mergers, Acquisitions and Divestitures
- the possibility that the conditions to the consummation of the
Rexnord Transaction will not be satisfied, including shareholder
approvals, that there will be delays in satisfying or adverse
conditions related to the satisfaction of such conditions, or that
the Rexnord Transaction will fail to be consummated or be delayed
in being consummated for other reasons;
- changes in the extent and characteristics of the common
shareholders of Rexnord and the Company and its effect pursuant to
the merger agreement for the Rexnord Transaction on the number of
shares of Company common stock issuable pursuant to the
transaction, magnitude of the dividend payable to Company
shareholders pursuant to the transaction and the extent of
indebtedness to be incurred by the Company in connection with the
transaction and the determination by the Company and Rexnord of the
number of "Qualifying Overlap Shareholders" at the closing of the
Rexnord transaction;
- the ability to obtain the anticipated tax treatment of the
Rexnord Transaction and related transactions;
- failure to successfully integrate the PMC Business and any
other future acquisitions into our business or achieve financial
results, operating results, expected synergies and operating
efficiencies, due to factors including the future financial and
operating performance of the acquired business, loss of key
executives and employees, or operating costs, customer loss and
business disruption being greater than expected;
- costs and indemnification obligations related to transactions,
including the Rexnord Transaction;
- risks associated with any litigation related to the Rexnord
Transaction or other transactions;
- unanticipated liabilities of acquired businesses, including the
PMC Business;
- operating restrictions related to the Rexnord Transaction;
- unanticipated adverse effects or liabilities from business
exits or divestitures;
General
- changes in the method of determining London Interbank Offered
Rate ("LIBOR"), or the replacement of LIBOR with an alternative
reference rate;
- cyclical downturns affecting the global market for capital
goods;
- and other risks and uncertainties including, but not limited,
to those described in "Part I - Item 1A - Risk Factors" in our
Annual Report on Form 10-K filed with the U.S. Securities and
Exchange Commission ("SEC") on March 2,
2021 and from time to time in other filed reports.
Shareholders, potential investors, and other readers are urged
to consider these factors in evaluating the forward-looking
statements and are cautioned not to place undue reliance on such
forward-looking statements. The forward-looking statements included
in this communication are made only as of the date of this release,
and the Company undertakes no obligation to update any
forward-looking information contained in this release or with
respect to the announcements described herein to reflect subsequent
events or circumstances. Additional information regarding these and
other risks and uncertainties is included in "Part I - Item 1A -
Risk Factors" in our Annual Report on Form 10-K filed with the SEC
on March 2, 2021 and from time to
time in other filed reports, including the Company's Quarterly
Reports on Form 10-Q.
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy, or a
solicitation of an offer to sell, any securities of the Company,
Rexnord or Land Newco, Inc. ("Land"). In connection with the
Rexnord Transaction, the Company and Land filed registration
statements with the SEC registering shares of Company common stock
and Land common stock in connection with the Rexnord Transaction,
which have become effective. The Company's Registration Statement
on Form S-4 (No. 333-255982) includes a joint proxy
statement/prospectus-information statement relating to the Rexnord
Transaction, which has been mailed to Company shareholders and
Rexnord shareholders. Company shareholders and Rexnord shareholders
are urged to read the joint proxy statement/prospectus-information
statement and any other relevant documents when they become
available, because they contain and will contain important
information about the Company, Rexnord, Land and the Rexnord
Transaction. The joint proxy statement/prospectus-information
statement and other documents relating to the Rexnord Transaction
can also be obtained free of charge from the SEC's website at
www.sec.gov. The joint proxy statement/prospectus-information
statement and other documents can also be obtained free of charge
from Rexnord upon written request to Rexnord Corporation, Investor
Relations, 511 Freshwater Way, Milwaukee,
WI 53204, or by calling (414) 643-3739 or upon written
request to Regal Beloit Corporation, Investor Relations, 200 State
Street, Beloit, WI 53511 or by
calling (608) 364-8800.
PARTICIPANTS IN THE SOLICITATION
This communication is not a solicitation of a proxy from any
security holder of the Company. However, Rexnord, the Company and
certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from
shareholders of Rexnord and the Company in connection with the
Rexnord Transaction under the rules of the SEC. Information about
the directors and executive officers of Rexnord may be found in its
Annual Report on Form 10-K filed with the SEC on February 16, 2021 and its definitive proxy
statement relating to its 2021 Annual Meeting filed with the SEC on
March 16, 2021. Information about the
directors and executive officers of the Company may be found in its
Annual Report on Form 10-K filed with the SEC on March 2, 2021, and its definitive proxy statement
relating to its 2021 Annual Meeting filed with the SEC on
March 18, 2021.
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SOURCE Regal Beloit Corporation