WOODWARD, INC. Item 1.01. Entry Into a Material Definitive Agreement.
On
Upon the terms and subject to the conditions set forth in the Merger Agreement,
at the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
At the Effective Time, each outstanding Hexcel equity award (other than equity awards granted by Hexcel after the date of the Merger Agreement and equity awards that do not automatically vest as a result of the Merger) will vest and, in the case of Hexcel restricted stock units (other than vested Hexcel restricted stock units with a deferred settlement date) and Hexcel performance stock units, be converted into the right to receive the merger consideration in respect of each share of Hexcel Common Stock underlying such equity award and in the case of Hexcel stock options, be converted into vested Woodward stock options based on the Exchange Ratio. The performance goals applicable to Hexcel performance stock units outstanding as of the date of the Merger Agreement will be deemed satisfied at the Effective Time based on the greater of target and actual performance. Hexcel equity awards granted after the date of the Merger Agreement, Hexcel equity awards that do not automatically vest as a result of the Merger, and vested Hexcel restricted stock units with a deferred settlement date will be converted into corresponding Woodward equity awards based on the Exchange Ratio, except that Hexcel performance stock units will convert into Woodward restricted stock units measured at target performance and will remain subject to service-based vesting. For Hexcel equity awards granted to employees after the date of the Merger Agreement, vesting will accelerate upon a termination of employment without "cause" or for "good reason," as applicable, during the 24 months following the Effective Time.
The Merger Agreement also provides, among other things, that effective as of the
Effective Time, the board of directors of the combined company will be comprised
of ten directors, of which five will be former members of the board of directors
of Hexcel (including Mr.
The Merger Agreement also provides that, effective as of the Effective Time:
(i)
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The Merger Agreement also contemplates that Woodward will submit a proposal to
its stockholders to amend its Certificate of Incorporation (the "Charter
Amendment") to change the name of the combined company to "
The Merger Agreement provides that, as of the Effective Time, the combined
company will have headquarters in
The Merger Agreement also provides that, during the period from the date of the Merger Agreement until the Effective Time, each of Hexcel and Woodward will be . . .
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On
On
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
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Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of January 12, 2020 , by and
among Woodward, Inc. , Hexcel Corporation, and Genesis Merger Sub,
Inc.†
3.1 Bylaws of Woodward, Inc. , as amended and restated on January 11,
2020 .
99.1 Joint Press Release of Woodward, Inc. and Hexcel Corporation,
issued on January 12, 2020 .
99.2 Joint Investor Presentation of Woodward, Inc. and Hexcel
Corporation, dated as of January 12, 2020 † Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The
registrant hereby undertakes to furnish supplementally copies of any of the
omitted schedules upon request by the
Forward-Looking Statements
Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Words such as "strategy," "expects," "continues," "plans," "anticipates," "believes," "will," "estimates," "intends," "projects," "goals," "targets" and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements.
Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Hexcel or Woodward to terminate the merger agreement; the outcome of any legal proceedings that may be instituted against Hexcel, Woodward or their respective directors; the ability to obtain regulatory approvals and meet other closing conditions to the merger on a timely basis or at all, including the risk that regulatory approvals required for the merger are not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the transaction; the ability to obtain approval by Hexcel stockholders and Woodward stockholders on the expected schedule; difficulties and delays in integrating Hexcel's and Woodward's businesses; prevailing economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting the parties; risks that the transaction disrupts Hexcel's or Woodward's current plans and operations; failing to fully realize anticipated cost savings and other anticipated benefits of the merger when expected or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; the ability of Hexcel or Woodward to retain and hire key personnel; the diversion of management's attention from ongoing business operations; uncertainty as to the long-term value of the common stock of the combined company following the merger; the continued availability of capital and financing following the merger; the business, economic and political conditions in the markets in which Hexcel and Woodward operate; and the fact that Hexcel's and Woodward's reported earnings and financial position may be adversely affected by tax and other factors.
Other important factors that may cause actual results and outcomes to differ
materially from those contained in the forward-looking statements included in
this communication are described in Hexcel's and Woodward's publicly filed
reports, including Hexcel's Annual Report on Form 10-K for the year ended
Hexcel and Woodward caution that the foregoing list of important factors is not complete and do not undertake to update any forward-looking statements that either party may make except as required by applicable law. All subsequent written and oral forward-looking statements attributable to Hexcel, Woodward or any person acting on behalf of either party are expressly qualified in their entirety by the cautionary statements referenced above.
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Additional Information and Where to Find It
In connection with the proposed merger, Woodward will file with the
Investors and security holders may obtain copies of these documents free of
charge through the website maintained by the
Participants In The Solicitation
Hexcel, Woodward and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the respective stockholders of Hexcel and Woodward in respect of the proposed
merger under the rules of the
No Offer Or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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