TECHNOLOGIES CORPORATION (NASDAQ:AACTF) Files An 8-K Regulation FD Disclosure
Item7.01. Regulation FD Disclosure.
As previously reported in a Current Report on Form 8-K filed by
Westinghouse Air Brake Technologies Corporation (the Company)
with the Securities and Exchange Commission (the SEC) on
October8, 2015, the Company and FW Acquisition, LLC (FW), a
wholly owned subsidiary of the Company, entered into (1)a Share
Purchase Agreement, as amended (the Share Purchase Agreement),
relating to Faiveley Transport, S.A. (Faiveley Transport) among
Financire Faiveley S.A., Famille Faiveley Participations, a
socit par actions simplifie, Mr.Francois Faiveley and
Mr.Erwan Faiveley (collectively, the Sellers), (2)a Tender Offer
Agreement among the Company, FW and Faiveley Transport, as
amended (the Tender Offer Agreement) and (3)a Shareholders
Agreement (together with the Share Purchase Agreement and the
Tender Offer Agreement, the Transaction Agreements), among the
Company and the Sellers. The Transaction Agreements provide for
the acquisition of a majority stake in Faiveley Transport by FW,
followed by a tender offer to which FW would offer to acquire the
remaining outstanding shares of Faiveley Transport (together, the
Acquisition).
As previously reported in a Current Report on Form 8-K filed by
the Company with the SEC on December1, 2016, the Company
completed the purchase from the Sellers of 7,475,537 ordinary
shares of Faiveley Transport owned in the aggregate by the
Sellers, representing a total of approximately 51% of the
outstanding share capital of Faiveley Transport, to the Share
Purchase Agreement, with approximately 25% of the consideration,
or approximately $212 million, paid in cash, and the remaining
consideration consisting of 6.3million shares of Company common
stock.
to the terms and subject to the conditions of the Tender Offer
Agreement, Wabtec France, as successor-in-interest to FW, filed
with the Autorit des Marchs Financiers (AMF) in France a
mandatory tender to purchase all of the remaining shares of
Faiveley Transport. On December 22, 2016, the AMF issued a
clearance decision on the tender offer information memorandum.
After giving effect to the tender, the total purchase price for
Faiveley Transport will be approximately $1.7 billion, including
assumed debt.
The Company is furnishing this Current Report on Form 8-K to
provide certain historical financial statements of Faiveley
Transport, as publicly filed by Faiveley Transport. The unaudited
consolidated financial statements of Faiveley Transport included
as Exhibit 99.1 to this Current Report on Form 8-K are as of
September30, 2016 and for the six months then ended, including
the footnotes thereto. The unaudited consolidated financial
statements of Faiveley Transport included in Exhibit 99.1 were
prepared in accordance with International Financial Reporting
Standards as adopted by the European Union, which differs in
certain significant respects from U.S. generally accepted
accounting principles (U.S. GAAP). The Company did not
participate in the preparation or review of the historical
financial statements of Faiveley Transport included in Exhibit
99.1 and cannot guarantee the accuracy of the information
therein.
Attached as Exhibit 99.2 and incorporated herein by reference is
the unaudited pro forma condensed combined balance sheet as of
September30, 2016, and the unaudited pro forma condensed combined
statements of income for the nine months ended September30, 2016,
and the year ended December31, 2015, including footnotes thereto.
The unaudited pro forma condensed combined financial information
included in Exhibit 99.2 gives effect to the Acquisition and
Credit Arrangements as described therein.
Item9.01. Financial Statements and Exhibits.
The following exhibits are furnished with this report on Form
8-K:
|
Exhibit No. |
Description |
|
| 99.1 |
Unaudited consolidated financial statements of Faiveley Transport S.A. as of September 30, 2016 and for the six months then ended. |
|
| 99.2 |
Unaudited pro forma condensed combined financial information of Wabtec as of September 30, 2016 and for the nine months then ended. |
About TECHNOLOGIES CORPORATION (NASDAQ:AACTF)