Regal Rexnord Corporation (RRX) Earnings Call Transcript & Summary

Welcome to Regal's Special Meeting of Shareholders, which is being held to approve certain matters in connection with Regal's planned merger of the Process & Motion Control segment of Rexnord Corporation. I am Louis Pinkham, CEO of Regal Beloit Corporation. Some points of order. Due to continuing caution related to the COVID-19 pandemic, and to support the health and safety of Regal's associates and shareholders, we are providing live webcast and audio access to this meeting. Please note that shareholders are not able to vote or revoke a proxy through the webcast or audio access nor participate activity. Shareholders were strongly encouraged to vote as instructed in the notice of special meeting. Thank you for your support at Regal as we continue to navigate this uncertain time. On the phone listening in is the Non-Executive Chairman of Regal's Board of Directors, Rakesh Sachdev. Due to Mr. Sachdev's remote attendance, I will chair the meeting. I now call the meeting to order. Please let me briefly introduce some attendees. As already mentioned, the Chairman of Regal's Board of Directors, Rakesh Sachdev, is attending the meeting via the webcast and live audio. Our Vice President, Investor Relations, Rob Barry, is on the line, making sure our webcast reaches all interested shareholders. And our outside counsel, Scott Williams of Sidley Austin is also on the line. Thank you to those I just mentioned and to all Regal associates for your service to and support of Regal. To all shareholders, proper notice of this meeting was provided on July 26, 2021. Tom Valentyn, Regal's Vice President, General Counsel and Secretary, will now conduct the official portion of this meeting. Tom?

Thank you, Louis. Good morning, everyone. My name is Tom Valentyn. I'm the company's General Counsel and Secretary. Welcome to Regal's Special Meeting of Shareholders to approve certain matters in connection with the Regal's planned acquisition of the Process & Motion Control business of Rexnord Corporation. I want to introduce Sarah Apple, who was appointed as the Inspector of Elections for this meeting. Also, please note the rules for the conduct of the meeting are available at the registration table located in the reception area. On July 26, 2021, we mailed our notice of the special meeting, the joint proxy statement and prospectus information statement and form of proxy card to holders of our common stock as of July 16, 2021, which was the record date for this meeting. Copies of these documents are available for review by shareholders at the registration table. Ms. Apple provided a tabulation of the number of shares represented in person or by proxy at this meeting. Based on that tabulation, as you can see from the slide behind me, I confirm that a quorum of shares entitled to vote is present. Legal notice of the meeting has been given. There is a quorum of our common stock present. This meeting is, therefore, lawfully convened and ready to transact business. In accordance with the notice of meeting, this special meeting is being held for the following purposes: to approve the issuance of shares of Regal common stock pursuant to the merger agreement dated as of February 15, 2021, as it may be amended from time to time, which we will refer to as the Regal share issuance proposal; two, to amend and restate Regal's Articles of Incorporation to effect a change in Regal's legal name from Regal Beloit Corporation to Regal Rexnord Corporation, which amendment and restatement will not be implemented if the Rexnord transaction is not consummated; three, to amend and restate Regal's Articles of Incorporation to increase the number of authorized shares of company common stock from 100 million to 150 million, which amendment and restatement will not be implemented if the Rexnord transaction is not consummated; and four, to approve the adjournment of this meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting of shareholders to approve the Regal share issuance proposal. Any questions or comments from shareholders must be made in accordance with the rules of order for the meeting. Are there any questions or comments from shareholders at this time? There being no questions or comments, we will proceed to actions on the proposals. Is there a motion to act on the proposals set forth in the meeting notice?

I move for approval of the proposals.

Second.

Thank you. If you've already submitted your proxy or transmitted your voting instructions by phone or Internet, your shares will be voted as you indicated. If you have not voted and wish to do so in person or if you wish to change your vote or revoke your proxy in person, then please proceed to the registration table and complete a shareholder ballot, sign it and hand it to the inspector of election. Is there any shareholder here who wishes to vote or to change his or her vote? Seeing none, the voting on these proposals is now closed. From the tabulation provided this morning by the inspector of elections, I'm able to confirm that a large majority of shareholders and an overwhelming percentage of the shares represented at this meeting in person or by proxy have voted in favor of all 4 proposals. Specifically, one, the shareholders approved the Regal share issuance proposal; two, the shareholders approved the amendment and restatement of Regal's Articles of Incorporation to effect the change in Regal's legal name for Regal Beloit Corporation to Regal Rexnord Corporation, contingent upon the closing of the Rexnord transaction; and three, the shareholders approved the amendment and the restatement of Regal's Articles of Incorporation to increase the number of authorized shares of Regal common stock from 100 million to 150 million, contingent upon the closing of the Rexnord transaction. Sufficient votes were also submitted to approve the adjournment proposal, but adjournment prior to taking action, the various other proposals to allow additional time to [ solicit ] vote is not necessary because the Regal share issuance proposal was overwhelmingly approved. Accordingly, the proposal has moved and is [ now ] being formally approved. Since there is no further business to be conducted, let me now close the formal portion of this meeting by entertaining a motion to adjourn the meeting.

I move to adjourn the meeting.

Second.

Thank you. All in favor, please signify by saying aye.

Aye.

Aye.

Aye.

Oppose? The motion has carried. The formal portion of this meeting is now adjourned. And now I ask you to please welcome Louis Pinkham, our CEO, back to the podium.

Great. Thanks, Tom. Just the closing of our acquisition of Rexnord's Process & Motion Control or PMC business now on the horizon, it is truly an exciting time to be a part of Regal. This transformative combination will bring together 2 highly complementary businesses creating a premier provider of power transmission products with a complete product portfolio across the entire powertrain. We are confident that the combined company will be well positioned to deliver enhanced value for our customers, our associates and our shareholders. In addition, Regal and the PMC business are a terrific cultural fit with a shared commitment to Regal's core values of integrity, customer success, continuous improvement and a passion to win. You can expect the combined company operating as One Regal Rexnord, to continue to live by our core values and drive a business focused on technology differentiation, improving sustainability through our products and operating with a world-class business system led by top talent. We look forward to identifying and leveraging the best practices and talent of both organizations to build a combined Regal Rexnord organization that is strong and well positioned for the future. Today, your vote in support of the transaction and our rebranding as Regal Rexnord Corporation to occur upon closing, not only represents an important step on our path to closing the transaction, but also demonstrates your shared excitement for the prospects of the combined company. You can trust that we will continue to work diligently to execute on the closing of the transaction and to ensure a smooth integration of the PMC business into Regal. On behalf of the Regal team worldwide, I want to thank our stakeholders, including our shareholders, our customers and our associates for their commitment to and confidence in Regal. Thank you all for attending or listening in. Please stay safe and healthy, and have a good day. Thank you.