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2015-08-24

Hubbell Inc.: Hubbell Announces Plan To Create Single Class Of Common Stock and Increases Share Repurchase Authorization

SHELTON, CONNECTICUT (August 24, 2015) - Hubbell Incorporated (NYSE: HUBA,
HUBB) (the "Company") today announced a plan to reclassify the Company's
common stock to eliminate its existing two-class structure. The proposed
reclassification has been approved by the Company's Board of Directors. In
support of the plan to reclassify, Hubbell has entered into a definitive
agreement providing for the proposed reclassification with Bessemer Trust
Company, N.A., the trustee for the Louie E. Roche Trust and the Harvey
Hubbell Trust, which collectively own 3,488,460 shares of the Company's Class
A common stock, representing approximately 49% of Class A common stock
outstanding.

Under the terms of the proposed reclassification, holders of Class A common
stock will receive a cash payment of $28.00 for each share of Class A common
stock held, and each share of Class A common stock and each share of Class B
common stock will be reclassified into one share of Common Stock of the
Company. The aggregate cash consideration to be paid to holders of Class A
common stock equates to approximately $200 million.

Each share of Common Stock into which the Class A common stock and the Class B
common stock will be reclassified in the proposed transaction will be
entitled to one vote per share on all matters brought to the Company's
shareholders. At the closing of the proposed reclassification, the holders
of the Class A common stock will own approximately 12% of the
then-outstanding Common Stock of the Company and the voting power of the
former holders of Class B common stock will increase from approximately 26%
to approximately 88% of the Common Stock. The proposed reclassification will
reduce the aggregate voting power of the Louie E. Roche Trust and the Harvey
Hubbell Trust from approximately 36% to 6%.

The Company expects to realize a number of benefits from the proposed
reclassification, including:

* Simplification of its equity capital structure,
* Better alignment of economic interests and voting rights of all
shareholders,
* Elimination of negative control by the Trusts and a reduction in the
concentration of voting power,
* Enhancement of the Company's flexibility in structuring and executing
strategic transactions, and
* Improved trading volume and liquidity for Common Stock.

The Company's Board of Directors has also authorized the repurchase of an
additional $250 million of Common Stock, bringing the overall available share
repurchase authorization to approximately $400 million. The Company intends
to acquire $250 million of Common Stock as soon as practicable following the
completion of the proposed reclassification. After giving effect to the
repurchase, which supersedes the Company's prior repurchase expectation, the
proposed reclassification is expected to result in accretion to fiscal year
2016 earnings per share.

David G. Nord, Chairman, President and Chief Executive Officer, said, "After
an extensive review and analysis by the Hubbell Board of Directors, with
input from investors, the Board believes it is in the best interests of the
Company and all Hubbell shareholders, including the Class B shareholders and
the non-Trust Class A shareholders, to reclassify our two classes of common
stock into a single structure. The proposed share reclassification will align
voting rights with the economic interests of our shareholders and maximize
the efficiencies of a single-class share structure. In addition, the
Company's simplified capital structure will provide a solid foundation as we
continue to execute our One Hubbell Strategy, operate with discipline and
pursue strategic growth initiatives to drive shareholder value."

The completion of the proposed reclassification is subject to customary
closing conditions, including required shareholder approvals from holders of
the Class A common stock and the Class B common stock, each voting as a
separate group and voting together. Bessemer Trust, on behalf of the Louie
E. Roche and the Harvey Hubbell Trust, has agreed to vote all of each Trust's
shares of Company stock in favor of the proposed reclassification. The
proposed reclassification is expected to be completed in the fourth quarter
of 2015 or the first quarter of 2016.

Additional details of the proposed reclassification and related matters,
including the proposed amendments to the Company's governing documents, will
be described in the Company's current report on Form 8-K with respect to the
reclassification, which will be filed with the U.S. Securities and Exchange
Commission today. Hubbell also intends to file a registration statement on
Form S-4 with the SEC, which will contain a proxy statement/prospectus with
respect to the proposed reclassification.

Morgan Stanley&Co. LLC served as lead financial advisor to the Company and
provided an opinion in relation to the fairness of the consideration to be
paid to the holders of Class B common stock. Centerview Partners provided an
opinion in relation to the fairness of the consideration to be paid to the
holders of Class A common stock (other than the Trusts). Wachtell, Lipton,
Rosen&Katz and Shipman&Goodwin LLP acted as legal advisers to the Company.

Hubbell will hold a conference call today, August 24, 2015, at 8:30 AM ET to
discuss the announcement in further detail. The conference call will be
available live and archived on the Company's website at
www.hubbell.com/Investor/EventsCalendar.aspx. A slide presentation will be
included with the audio portion of the webcast. To access the live call by
telephone, use one of the following dial-in numbers: (844) 208-2066 (toll
free) or (973) 935-2840 (international). An audio replay will be available
from August 24, 2015 to September 7, 2015 by calling (800) 585-8367 or (404)
537-3406, passcode #21416454.

Forward-Looking Statements

This press release contains "forward-looking statements" as defined by the
Private Securities Litigation Reform Act of 1995. These include statements
about our expected future actions and are based on our reasonable current
expectations. In addition, all statements regarding the reclassification or
share repurchase and expected associated costs and benefits, the likelihood
of satisfaction of certain conditions to the completion of the
reclassification, whether and when the reclassification will be completed and
expected future financial performance are forward looking. Forward-looking
statements may be identified by the use of words, such as "believe",
"expect", "anticipate", "intend", "depend", "should", "plan", "estimated",
"predict", "could", "may", "subject to", "continues", "growing",
"prospective", "forecast", "projected", "purport", "might", "if",
"contemplate", "potential", "pending," "target", "goals", "scheduled", "will
likely be", and similar words and phrases. Discussions of strategies, plans
or intentions often contain forward-looking statements. Important factors,
among others, that could cause our actual results and future actions to
differ materially from those described in forward-looking statements include,
but are not limited to: failure to receive the requisite approvals of our
shareholders necessary to achieve the reclassification; any other delays with
respect to, or the failure to complete, the reclassification; the ability to
carry out future transactions and strategic investments, as well as the
acquisition related costs; unanticipated difficulties realizing expected
benefits anticipated when entering into a transaction; future repurchases of
common stock; any changes in accounting principles, interpretations, or
estimates; and the factors described in our Securities and Exchange
Commission filings, including the "Business", "Risk Factors" and
"Quantitative and Qualitative Disclosures about Market Risk" sections in the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015
and the Company's Annual Report on Form 10-K for the year ended December 31,
2014. Any such forward-looking statements are not guarantees of future
performances and actual results, developments and business decisions may
differ from those contemplated by such forward-looking statements. The
Company disclaims any duty to update any forward-looking statement, all of
which are expressly qualified by the foregoing, other than as required by
law.

Additional Information

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval 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. The
Company intends to file with the U.S. Securities and Exchange Commission a
Registration Statement on Form S-4, which will contain a proxy
statement/prospectus in connection with the proposed reclassification.
Shareholders are urged to read the proxy statement/prospectus when it becomes
available because it will contain important information
. Shareholders will be able to obtain a free copy of the proxy
statement/prospectus (when available), as well as other filings containing
information about the Company, without charge, at the SEC's website,
www.sec.gov, and on the Investor Relations page of Hubbell's web site
athttp://www.hubbell.com/Investor/SECFilings.aspx
. Copies of the proxy statement/prospectus and other Company filings with the
SEC can also be obtained, without charge, by directing a request to Hubbell
Inc. Investor Relations, by phone to (475) 882-4000, or in writing to Hubbell
Inc., 40 Waterview Drive, Shelton, Connecticut, 06484.

The directors and executive officers of the Company and other persons may be
deemed to be participants in the solicitation of proxies in respect of the
proposed reclassification. Information regarding the Company's directors and
executive officers is available in the Company's most recent proxy statement,
dated March 18, 2015, for the Annual Meeting of Shareholders held on May 5,
2015, which was filed with the SEC on March 18, 2015, and the Company's other
filings with the SEC. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests
will be contained in the proxy statement/prospectus when it becomes
available.

#######

Contact: Maria R. Lee
Hubbell Incorporated
40 Waterview Drive
P.O. Box 1000
Shelton, Connecticut 06484
(475) 882-4000

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the inform...

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