by Daniel Webster, dWeb.News Editor
BOSTON, Nov. 23, 2021 /PRNewswire/ — 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.” These statements are false and Berenberg has since withdrawn them. Rockwell has not announced that it is “cutting financial relations with PTC” nor that it plans to sell its entire PTC investment. Through their strategic alliance, the parties will continue to offer value-added solutions for manufacturing customers.
PTC and Rockwell have been parties to a Strategic Alliance Agreement since 2018. Rockwell made a $1 billion investment in PTC stock as part of that agreement. This was pursuant to a Securities Purchase Agreement. Rockwell was granted flexibility under the Purchase Agreement to sell PTC shares. However, there are certain volume and time limits. Rockwell has the right to name a representative to PTC’s Board of Directors under the Purchase Agreement as long as Rockwell holds at least 5% of PTC.
In connection with the Purchase Agreement, Rockwell also entered into a Registration Rights Agreement under which PTC was required by law to file and maintain an resale statement regarding the sale by Rockwell Automation 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.
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 that Rockwell’s intentions regarding sales of its PTC common stock may change. Rockwell could choose to sell more PTC shares than it currently intends, or use different methods. Rockwell could also decide to sell its PTC shares faster than expected. This could result in Rockwell having to stop selling its PTC shares, as well as the restrictions on its sales and other obligations. 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. PTC, together with its extensive partner network, offers customers flexibility when it comes to how its technology is deployed to drive digital transformation. PTC doesn’t just envision a better world. We actually make it possible.
About Rockwell Automation
Rockwell Automation, Inc. (NYSE: ROK), is a global leader in industrial automation and digital transformation. Rockwell Automation connects people’s imaginations with technology. This allows us to make the world more productive, more sustainable, and more productive. 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.
SOURCE PTC Inc.
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