ALTRA INDUSTRIAL MOTION CORP. Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
1. Proposal to adopt the Agreement and Plan of Merger, dated as of
2022 (as amended or otherwise modified from time to time, the "Merger
Agreement"), by and among Regal Rexnord Corporation ("Parent"), Aspen Sub,
Inc. ("Merger Sub") and the Company (the "Merger Agreement Proposal").
Set forth below are the voting results for the Merger Agreement Proposal, which was adopted by Altra's stockholders:
Votes For Votes Against Abstentions 53,342,899 108,776 25,595
2. Proposal to approve, on an advisory (nonbinding) basis, the compensation
that may be paid or become payable to the Company's named executive officers
that is based on or otherwise related to the Merger Agreement and the
transactions contemplated by the Merger Agreement (the "Compensation
Proposal").
Set forth below are the voting results for the Compensation Proposal, which was approved by Altra's stockholders:
Votes For Votes Against Abstentions
52,439,461 625,504 412,305
3. In connection with the Special Meeting, Altra also solicited proxies with
respect to the adjournment of the Special Meeting, if necessary or
appropriate, to solicit additional proxies in favor of the Merger Agreement
Proposal if there were insufficient votes at the time of the Special Meeting
(the "Adjournment Proposal"). As there were sufficient votes at the time of
the Special Meeting to approve the Merger Agreement Proposal, the
Adjournment Proposal was unnecessary and such proposal was not submitted to
the Altra stockholders for approval at the Special Meeting.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Altra intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions, which reflect Altra's current estimates, expectations and projections about Altra's future results, performance, prospects and opportunities. Forward-looking statements include, among other things, the information concerning Altra's possible future results of operations including revenue, costs of goods sold, gross margin, future profitability, future economic improvement, business and growth strategies, financing plans, expected leverage levels, Altra's competitive position and the effects of competition, the projected growth of the industries in which we operate, Altra's ability to consummate the Merger and other strategic transactions on the expected timeline or at all and Altra's expectations regarding the Special Meeting. Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast", "intend", "plan", "may", "project", "should", "will", "would", and similar expressions or variations. These forward-looking statements are based upon information currently available to Altra and are subject to a number of risks, uncertainties, and other factors that could cause Altra's actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
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the Merger may not be completed in a timely manner or at all, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Altra or the expected benefits of the Merger or that the approval of Altra stockholders is not obtained;
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the ability of Parent to obtain debt financing in connection with the Merger;
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the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals);
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the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances which would require Altra to pay a termination fee or other expenses;
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the effect of the announcement or pendency of the Merger on Altra's ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers, distributors and others with whom it does business, or its operating results and business generally;
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risks related to the Merger and related transactions diverting management's attention from Altra's ongoing business operations;
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the risk that shareholder litigation in connection with the Merger may result in significant costs of defense, indemnification and liability; and
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other factors discussed in the "Risk Factors" and the "Management's Discussion
and Analysis of Financial Condition and Results of Operations" sections of
Altra's Annual Report on Form 10-K for the fiscal year ended
In addition to the risks described above, other unknown or unpredictable factors also could affect Altra's results. As a result of these factors, we cannot assure you that the forward-looking statements in this communication will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent our views as of the date of this communication. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this communication. You should read this communication and the documents that we reference in this communication completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
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