GE has announced that the Finance and Capital Allocation Committee of the GE Board of Directors has set a record date of 14 February 2019 for the spin-off of Transportation Systems Holdings Inc. (‘SpinCo’), which will hold a portion of GE Transportation, a business unit of GE.
Subject to the satisfaction or waiver of customary closing conditions, on the distribution date for the spin-off, GE will distribute all of the shares of SpinCo common stock to GE shareholders as of the record date by means of a pro rata distribution. As previously announced, immediately following the spin-off, SpinCo will merge with a subsidiary of Wabtec Corporation and SpinCo will continue as the surviving company.
It is currently expected that 8.7 billion shares of SpinCo common stock will be distributed to GE shareholders as of the record date in connection with the spin-off, and each share of SpinCo common stock will be converted into the right to receive pursuant to the merger a number of shares of Wabtec common stock determined in accordance with the previously executed merger agreement. Based on the number of shares of GE common stock outstanding on 31 December 2018 and the number of shares of Wabtec common stock outstanding on a fully diluted basis as of such date, as a result of these transactions GE shareholders would receive approximately 0.005403 of a share of Wabtec common stock for each share of GE common stock held as of the record date.
The actual number of shares of Wabtec common stock that GE shareholders will receive with respect to each share of GE common stock will be determined based on the number of shares of GE common stock outstanding on the record date for the distribution and the number of shares of Wabtec common stock outstanding on a fully diluted basis immediately prior to the closing of the merger. No fractional shares of Wabtec common stock will be issued in the merger, and instead GE shareholders will receive cash in lieu of any fractional share.
The spin-off and the merger are currently expected to occur on 25 February 2019, subject to certain closing conditions being satisfied as of the closing date.
Upon completion of the merger, GE shareholders are expected to collectively own approximately 24.3% of the outstanding shares of Wabtec common stock, and current Wabtec shareholders are expected to collectively own approximately 50.8%. GE will own Wabtec common stock and Wabtec non-voting convertible preferred stock, which together represent approximately a 24.9% economic interest in Wabtec.
Read the article online at: https://www.worldpipelines.com/business-news/06022019/ge-announces-details-of-transportation-business-spin-off/