PTC and Rockwell Automation Issue Statement in Response to Berenberg Capital Markets Research Report
PR93257
BOSTON, Nov. 24, 2021 /PRNewswire=KYODO JBN/ --
PTC (
) (NASDAQ: PTC) and 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.
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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.
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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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