Filed by Woodward, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
and deemed filed pursuant toRule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Hexcel Corporation
Commission File No.:333-236737
The following communication was made available to all employees at Woodward, Inc. on the company’s intranet starting on March 5, 2020.
Woodward Hexcel Merger Member FAQ’s
1. | If I am not offered a career opportunity at the new combined company, will I be provided with a severance package? |
| • | | We do anticipate a consolidation of our corporate staffs. We are committed to a fair and thoughtful integration process and to treating members and employees from both companies with respect and transparency. If any WWD member loses their job as a result of the merger within 24 months post-close, a severance package will be provided. |
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 documents, including Hexcel’s Annual Report on Form10-K for the year ended December 31, 2019, Woodward’s Annual Report on Form10-K for the year ended September 30, 2019 and the joint proxy statement/prospectus included in Woodward’s registration statement on FormS-4 to register the shares of Woodward’s common stock to be issued in connection with the merger.