UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): January 13, 2025
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other Jurisdiction
of Incorporation)
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033-90866
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25-1615902
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(Commission File No.)
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(I.R.S. Employer Identification
No.)
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30 Isabella Street
Pittsburgh, Pennsylvania
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15212
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(Address of Principal Executive Offices)
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(Zip Code)
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(412) 825-1000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8–K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a–12 under the
Exchange Act (17 CFR 240.14a–12)
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Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b))
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Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of Each Class
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Trading
Symbol
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Name of Each Exchange
on Which Registered
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Common Stock, $0.01 par value per share
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WAB
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. |
Results of Operations and Financial Condition.
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As discussed in Item 7.01 below, on January 14, 2025, Westinghouse Air Brake Technologies Corporation (the “Company”) published a presentation relating
to the acquisition discussed in Item 8.01 below, which presentation is furnished as Exhibit 99.2.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 2.02, including Exhibit 99.2, shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the
Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.
| Item 7.01. |
Regulation FD Disclosure.
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On January 14, 2025, the Company published a press release relating to the acquisition discussed in Item 8.01 below. A copy of the press release is
furnished as Exhibit 99.1. The Company is also furnishing a presentation relating to the acquisition, a copy of which is furnished as Exhibit 99.2.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, shall
not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall
be expressly set forth by specific reference in such a filing.
On January 14, 2025, the Company announced that it had entered into a definitive agreement, dated January 13, 2025, to acquire Evident Inspection
Technologies (“Evident”), a business line of Evident Corporation. Evident is a global leader in Non-Destructive Testing, Remote Visual Inspection and Analytical Instruments solutions for mission critical assets. Recognized for its industry-leading
brands and reference-standard technologies, Evident brings highly attractive and complementary technologies to Wabtec’s Digital Intelligence business. The acquisition of Evident significantly expands Wabtec’s capabilities, adding automated inspection
capabilities, and augments Wabtec’s existing offerings in the rail, mining and industrial sectors while also broadening Wabtec’s reach into other complementary sectors.
Headquartered near Boston, Massachusetts, Evident serves its global customer base through four engineering and production facilities in North
America and Japan with more than 1,300 team members.
The Company agreed to acquire Evident for $1.78 billion, subject to customary adjustments. The transaction is subject to customary closing
conditions and regulatory approvals, with the Company expecting to finalize the purchase of Evident in the first half of 2025.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
No.
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Description
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Press Release dated January 14, 2025
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Presentation dated January 14, 2025
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104
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Cover Page Interactive Data File within the Inline XBRL document.
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Caution Concerning Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the expected benefits of the acquisition, including anticipated synergies and the expected impact on Wabtec's operational and financial performance, and the expected timing of the transaction. Forward-looking statements concern
future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “anticipate,” “estimate,” “expect,” “outlook,” “position,” “project,” “recur,” “strategy,” and “will” or other similar
words or expressions. Forward-looking statements are based upon current plans, assumptions, estimates and expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied.
Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) the risk that the proposed transaction may not be completed in the time frame expected by Wabtec or at all;
(2) the potential for unexpected costs, charges or expenses resulting from the proposed transaction; (3) uncertainty of the expected financial performance of Evident and the combined company following completion of the proposed transaction; (4)
risks associated with the integration of Evident and the potential for failure to realize the anticipated benefits and synergies of the proposed transaction; (5) the ability of the combined company to implement its business strategy; (6) inability
to retain key personnel; (7) changes in general economic and/or industry specific conditions; and (7) other risk factors as detailed from time to time in Wabtec’s reports filed with the Securities and Exchange Commission. The foregoing list of
important factors is not exclusive.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
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By:
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David L. DeNinno
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Executive Vice President, General
Counsel and Secretary
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Date: January 14, 2025
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Exhibit 99.1
Wabtec to Acquire Evident’s Inspection Technologies Division
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Attractive purchase multiple of 12.0x 2025 Projected Adj. EBITDA supported by high single-digit revenue growth outlook, accretive Adj. EBIT margins and
accretive ROIC
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Accelerates the growth of Digital Intelligence by leveraging scalable technologies that drive customer productivity, reliability and safety
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Expands offerings with Wabtec’s existing customers in rail, mining & industrial sectors
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PITTSBURGH, January 14, 2025 – Wabtec Corporation
(NYSE: WAB) announced a definitive agreement to acquire Evident’s Inspection Technologies division (Inspection Technologies), formerly part of the Scientific Solutions Division of
Olympus Corporation, a global leader in Non-Destructive Testing, Remote Visual Inspection and Analytical Instruments solutions for mission critical assets. Recognized for its industry-leading brands and reference-standard technologies,
Inspection Technologies brings highly attractive and complementary technologies to Wabtec’s Digital Intelligence business. This acquisition positions Wabtec for accelerated, profitable growth while reinforcing its strong commitment to enhancing
customer productivity, reliability and safety.
With a 50-year legacy of innovation and commitment in advancing mission-critical applications, Inspection
Technologies serves its global customer base through a geographically distributed sales force and four engineering and production facilities in North America and Japan with more than 1,300 team members.
“The addition of Inspection Technologies aligns with our growth strategy to accelerate the innovation of scalable technologies, increase our installed base, expand high
margin recurring revenues and continuously drive operational performance,” said Rafael Santana, President and CEO of Wabtec.
“I am incredibly excited to partner with Evident’s talented Inspection Technologies team to further enhance our presence in key markets and applications. Together, we
will drive profitable growth, lead in customer value and innovation, and maximize value creation. Inspection Technologies will augment our existing offerings in the rail, mining and industrial sectors while broadening our reach into other high
growth, high margin complementary sectors,” said Nalin Jain, President of Wabtec’s Digital Intelligence Group.
Inspection Technologies’ leading industry presence and innovative product portfolio will significantly expand Wabtec's capabilities, adding advanced automated
inspection capabilities, driving technology in a space where data acquisition, analytics and automation are critical. Moreover, the integration of Inspection Technologies into Wabtec will leverage Wabtec’s extensive software development expertise,
engineering depth and focus on operational excellence to deliver superior solutions to customers.
“Our deep expertise, shared commitment to innovation and strong customer relationships
will unlock significant value. The combination of our two skilled teams and complementary portfolios will accelerate the development of first-class, intelligent monitoring solutions to meet the changing needs of the industries we serve,” said Karen Smith, Executive Vice President of Evident Inspection Technologies.
Headquartered near Boston, MA, Evident’s Inspection Technologies division is expected to achieve approximately $433 million in revenue for calendar year
2024, with EBITDA of approximately $112 million, translating to a margin of 25.9%. Beyond its strong financial performance, Inspection Technologies adds a highly stable and predictable revenue base, bolstered by a recurring revenue stream of
approximately 68%.
This acquisition expands Wabtec’s Digital Intelligence business growth opportunities, effectively doubling the size of its total addressable market (TAM)
from approximately $8 billion to $16 billion, while enhancing its ability to deliver innovative solutions to a broader range of customers.
Wabtec agreed to acquire Evident’s Inspection Technologies division for $1.78 billion (~$1.68
billion after tax benefits), subject to customary adjustments. The transaction is anticipated to provide immediate shareholder value with a high single-digit revenue growth outlook,
accretive Adjusted EBIT margins and accretive return on invested capital (ROIC) over time. Additionally, the acquisition is projected to be slightly accretive to Adjusted EPS in the first year of ownership. The purchase price reflects an estimated
multiple of 12.0x projected 2025 EBITDA adjusted for transaction and separation costs, anticipated tax benefits, and projected run-rate cost synergies of $25 million. The transaction is subject to customary closing conditions and regulatory
approvals, with the Company expecting to finalize the purchase of Inspection Technologies by the end of the first half of 2025.
This strategic acquisition strengthens Wabtec's portfolio, accelerates its penetration into high growth industrial markets and aligns with the Company's long-term vision of
driving innovation, productivity, safety and reliability, ensuring the integrity of mission critical assets, infrastructure and supply chains on a global scale.
Conference Call Information
Wabtec will host a call with analysts and investors at 8:30 a.m., Eastern, today to discuss the acquisition. To listen via webcast, go to Wabtec’s website at
www.WabtecCorp.com and click on “Events & Presentations” in the “Investor Relations” section. Also, an audio replay of the call will be available by calling 1-877-344-7529 or 412-317-0088 (access code 9130208).
About Wabtec Corporation
Wabtec Corporation (NYSE: WAB) is focused on creating transportation solutions that move
and improve the world. The Company is a leading global provider of equipment, systems, digital solutions and value-added services for the freight and transit rail industries, as well as the mining, marine and industrial markets. Wabtec has been a
leader in the rail industry for over 150 years and has a vision to achieve a zero-emission rail system in the U.S. and worldwide. Visit Wabtec’s website at www.wabteccorp.com.
About Evident Inspection Technologies Division
Evident’s Inspection Technologies and Microscopy divisions were established in 2022 when
Olympus Corporation spun off its Scientific Solutions Division to form a new company. Evident’s Inspection Technologies division delivers solutions that solve complex challenges, inspecting mission-critical assets and infrastructure with
nondestructive testing, remote visual inspection, and analytical instruments for maintenance, manufacturing, and environmental applications. Visit Evident’s website at www.evidentscientific.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. securities laws, including statements regarding the expected benefits of the
Evident’s Inspection Technologies division acquisition, including anticipated synergies and the expected impact on Wabtec's operational and financial performance. These statements, the expected timing of the transaction and certain projected
financial results of Inspection Technologies constitute forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “anticipate,” “estimate,”
“expect,” “outlook,” “position,” “project,” “recur,” “strategy,” and “will” or other similar words or expressions. Forward-looking statements are based upon current plans, assumptions, estimates and expectations and are subject to risks and
uncertainties that could cause actual results to differ materially from those expressed or implied. For more information on these risks, please refer to Wabtec's filings with the SEC. Important factors that could cause actual results to differ
materially from such plans, estimates or expectations include, among others, (1) the risk that the proposed transaction may not be completed in the time frame expected by Wabtec or at all; (2) the potential for unexpected costs, charges or expenses
resulting from the proposed transaction; (3) uncertainty of the expected financial performance of Inspection Technologies and the combined company following completion of the proposed transaction; (4) risks associated with the integration of
Inspection Technologies and the potential for failure to realize the anticipated benefits and synergies of the proposed transaction; (5) the ability of the combined company to implement its business strategy; (6) inability to retain key personnel;
(7) changes in general economic and/or industry specific conditions; and (8) other risk factors as detailed from time to time in Wabtec’s reports filed with the Securities and Exchange Commission. The foregoing list of important factors is not
exclusive.
This press release also contains certain non-GAAP measures. Non-GAAP measures should not be considered as a substitute for items calculated in accordance with GAAP, as
they are subject to inherent material limitations.
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Media Contact:
Tim Bader
682-319-7925 or Tim.Bader@wabtec.com
Investors Contact:
Kyra Yates
817-349-2735 or Kyra.Yates@wabtec.com
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