PTC and Rockwell Automation Issue Statement in Response to Berenberg Capital Markets Research Report

PTC Inc.

PR93257

 

BOSTON, Nov. 24, 2021 /PRNewswire=KYODO JBN/ --

 

PTC (

https://c212.net/c/link/?t=0&l=en&o=3369654-1&h=1681061753&u=https%3A%2F%2Fwww.ptc.com%2F%3Futm_source%3Dptc-rockwell-berenberg%26utm_medium%3Dpressrelease%26utm_campaign%3Dptc&a=PTC

) (NASDAQ: PTC) and Rockwell Automation (

https://c212.net/c/link/?t=0&l=en&o=3369654-1&h=1095364478&u=https%3A%2F%2Fwww.rockwellautomation.com%2F%3Futm_source%3Dptc-rockwell-berenberg%26utm_medium%3Dpressrelease%26utm_campaign%3Dptc&a=Rockwell+Automation

) (NYSE: ROK) today issued a joint statement in response to a research report

published by Berenberg Capital Markets this morning incorrectly stating that

Rockwell is "cutting financial ties with PTC" and that "it was announced

yesterday that Rockwell will be selling its entire stake, an 8.98% ownership,

in PTC."  Both statements are incorrect and Berenberg has since issued a

retraction. Rockwell has made no announcement that it is "cutting financial

ties with PTC" or that it is selling its entire investment in PTC.  The parties

are continuing to bring value-added solutions to manufacturing customers

through their strategic alliance.

 

Logo - https://mma.prnewswire.com/media/1313772/ptc_Logo.jpg

 

PTC and Rockwell have been parties to a Strategic Alliance Agreement since

2018.  In connection with that agreement, Rockwell made an approximately $1

billion investment in PTC common stock pursuant to a Securities Purchase

Agreement (Purchase Agreement).  The Purchase Agreement contemplates that

Rockwell would have flexibility to sell its PTC shares, subject to certain

volume and time limitations.  Under the Purchase Agreement, Rockwell also has a

right to designate a representative to the PTC Board of Directors as long as

Rockwell maintains at least a 5% equity position in PTC.

 

In connection with the Purchase Agreement, the parties also entered into a

Registration Rights Agreement pursuant to which PTC was required to file and

maintain a resale registration statement covering the resale by Rockwell

Automation of its PTC shares.  Yesterday's resale registration statement was

filed by PTC with the U.S. Securities and Exchange Commission (SEC) to comply

with its contractual obligations under the Registration Rights Agreement and to

replace the expiring resale registration statement filed in November 2018 for

the potential resale of Rockwell's PTC shares.  

 

On November 8, 2021, Rockwell filed an amended Schedule 13D with the SEC

stating its intent to sell some of its shares of PTC common stock under certain

market conditions consistent with the limitations included in the Securities

Purchase Agreement and stating that Rockwell would enter into one or more

10b5-1 plans to effect such sales.

 

At Rockwell's investor day held on November 10, 2021, Blake Moret, CEO of

Rockwell, stated that the Rockwell/PTC relationship is as "strong as ever" and

that he intended to remain on the PTC Board of Directors.

 

Forward-Looking Statements

 

Statements in this press release that are not historic facts, including

statements about Rockwell's intentions with respect to sales of its shares of

PTC common stock, Mr. Moret's intention to remain on the PTC Board of

Directors, and the strategic alliance, are forward-looking statements that

involve risks and uncertainties that could cause actual results to differ

materially from those projected. These risks include: Rockwell's intentions

with respect to sales of its shares of PTC common stock and Mr. Moret's

intention to remain on the PTC Board may change and Rockwell could elect to

sell more of its PTC shares that it currently intends or through different

methods, which could cause Rockwell's ownership in PTC to decrease below that

currently contemplated, including below the 5% threshold required for Rockwell

to retain its right to appoint a director to the PTC Board; and the parties'

intentions with respect to the strategic alliance could change, which could

cause the strategic alliance to be terminated early and the associated

limitations on sales by Rockwell of its PTC shares and its standstill and

certain other obligations to terminate earlier.  Other risks and uncertainties

that could cause actual results to differ materially from those projected are

detailed from time to time in reports filed with the Securities and Exchange

Commission, including each of the companies' most recent Annual Report on Form

10-K and Quarterly Reports on Form 10-Q.

 

About PTC (NASDAQ: PTC)

 

PTC enables global manufacturers to realize double-digit impact with software

solutions that enable them to accelerate product and service innovation,

improve operational efficiency, and increase workforce productivity. In

combination with an extensive partner network, PTC provides customers

flexibility in how its technology can be deployed to drive digital

transformation -- on premises, in the cloud, or via its pure SaaS platform. At

PTC, we don't just imagine a better world, we enable it.

 

About Rockwell Automation

 

Rockwell Automation, Inc. (NYSE: ROK), is a global leader in industrial

automation and digital transformation. We connect the imaginations of people

with the potential of technology to expand what is humanly possible, making the

world more productive and more sustainable. Headquartered in Milwaukee,

Wisconsin, Rockwell Automation employs approximately 24,000 problem solvers

dedicated to our customers in more than 100 countries. To learn more about how

we are bringing The Connected Enterprise to life across industrial enterprises,

visit www.rockwellautomation.com.  

 

https://PTC.com         @PTC (

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)         Blogs (

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)

 

Media Contacts

 

Corporate Communications

Greg Payne

gpayne@ptc.com

 

Investor Relations

Matt Shimao

mshimao@ptc.com

 

SOURCE: PTC Inc.

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