GE Transportation to be Spun Off, Merged with Wabtec

The GE Finance and Capital Allocation Committee of the Board of Directors has set a record date of February 14, 2019 for the spin-off of Transportation Systems Holdings, which will hold a portion of GE Transportation and be subsequently merged with a Wabtec subsidiary.

After the merger, SpinCo will continue as the surviving company.

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.

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.

The spin-off and the merger are currently expected to occur on February 25, 2019, subject to certain closing conditions.

Upon completion of the merger, GE shareholders are expected to collectively own approximately 24.3% of the outstanding shares of Wabtec common stock, and while 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.

Goldman Sachs and Jones Day are acting as financial advisor and legal counsel, respectively, to Wabtec on the transaction. PJT Partners, Morgan Stanley and Dyal are acting as financial advisors, and Davis Polk & Wardwell as legal counsel to GE.

Wabtec provides equipment, systems and value-added services for transit and freight rail. Through its subsidiaries, Wabtec manufactures a range of products for locomotives, freight cars and passenger transit vehicles.

GE Transportation is a global supplier of equipment, services and digital solutions to the rail, mining, marine, stationary power and drilling industries.

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