The transaction is valued at $US 10bn following a net tax benefit of $US 1.1bn accruing to the merged company. Synergies of around $US 250m are also anticipated by 2022. The merged company will have revenues of $US 8bn with more than 23,000 locomotives in its global installed base and components on virtually all North American locomotives and freight wagons.
Under the terms of the transaction, GE will receive $US 2.9bn in cash for a 9.9% stake in the new company while its shareholders will receive a 40.2% stake. Wabtec shareholders will hold the remaining 49.9% stake.
Wabtec says it has obtained full commitments for a $US 2.9bn bridge facility and expects to put in place permanent debt financing prior to closing the deal.
Wabtec’s chairman Mr Albert Neupaver has been named executive chairman of the merged company, and Mr Raymond Betler will be president and CEO. Wabtec’s corporate headquarters will remain in Wilmerding, Pennsylvania. Mr Rafael Santana, president and CEO of GE Transportation, will become president and CEO of Wabtec’s freight division headquartered in Chicago, and Ms Stéphane Rambaud-Measson will become president and CEO of Wabtec’s transit division based in Paris.
Both companies say they expect “to benefit from the cyclical tailwinds they are experiencing as industry conditions improve.” GE Transportation’s Ebitda is expected to grow from about $US 750m this year to between $US 900m and $US 1bn in 2019. Its order backlog of about $US 18bn includes about 1800 new locomotives and another 1000 to be modernised. GE Transportation has received orders worth $US 3.6bn in in the last two quarters. Wabtec says it achieved a strong first quarter and forecasts “robust growth for the year with record backlog.”
“Wabtec and GE Transportation are global industry leaders and we believe that together we have a unique opportunity to drive tremendous growth in 2019 and beyond as the industry continues to improve,” Betler says. “By bringing together our highly complementary strengths we are confident that this transformational combination will create value for both Wabtec and GE shareholders, innovative solutions for our customers, and new outlets for long-term career growth for our employees. Our two companies have more than 250 years of rail industry heritage, and our shared focus on safety, reliability, quality, and customer relationships will enable a smooth integration.”
“The combination of our two strong brands and remarkable people is an excellent fit that will create an organisation well-positioned to accelerate the future of transportation,” Santana says. “Together, we can expand our global reach, strengthen our market capabilities and lead digital innovation across the transportation industry. We are seeing growth in rail traffic and recent promising orders for new and modernised locomotives from North American Class 1, Shortlines and international railroads, and are confident in the compelling long-term opportunities and synergies before us.”
Final closure of the deal is expected in early 2019, subject to regulatory and closure conditions.