Proposed Transaction with Faiveley Transport S.A. | PROPOSED TRANSACTION WITH FAIVELEY TRANSPORT S.A. On July 27, 2015, the Company announced plans to acquire all of the issued and outstanding shares of Faiveley Transport S.A. ("Faiveley Transport") under the terms of the Share Purchase Agreement and the Tender Offer Agreement. On October 24, 2016, the Company entered into amendments to the Share Purchase Agreement and the Tender Offer Agreement. Faiveley Transport is a leading global provider of value-added, integrated systems and services for the railway industry with annual sales of about $1.2 billion and more than 5,700 employees in 24 countries. Faiveley Transport supplies railway manufacturers, operators and maintenance providers with a range of valued-added, technology-based systems and services in Energy & Comfort (air conditioning, power collectors and converters, and passenger information), Access & Mobility (passenger access systems and platform doors), and Brakes & Safety (braking systems and couplers). Upon completion of the Acquisition, Faiveley Transport will become a subsidiary of Wabtec. The Acquisition has not yet been consummated and may not close on these terms, if at all: The transaction has been structured in three steps: • Wabtec has made an irrevocable offer to the owners of approximately 51% of Faiveley Transport’s shares for a purchase price of €100 per share, payable between 25% and 45% in cash at the election of those shareholders with the remainder in common stock. • Upon completion of required labor group consultations, on October 6, 2015, the 51% shareholders entered into a definitive share purchase agreement, which was amended on October 24, 2016, and Faiveley Transport entered into the Tender Offer Agreement with Wabtec. • Upon completing the share purchase under the Share Purchase Agreement, Wabtec will commence a tender offer for the remaining publicly traded Faiveley Transport shares. The public shareholders will have the option to elect to receive €100 per share in cash or Wabtec common stock. The common stock portion of the consideration is subject to a cap on issuance of Faiveley common shares that will be equivalent to the rates of cash and stock elected by the 51% owners. Wabtec intends to delist Faiveley Transport from Euronext after the tender offer if minority interests represent less than 5% . The total purchase price offered is about $1.7 billion , including assumed debt, net of cash acquired. Wabtec plans to fund the cash portion of the transaction with cash on hand (including cash held in escrow), existing credit facilities and new credit arrangements. Prior to December 31, 2015 , Wabtec set aside €186.9 million as an escrow deposit for the Faiveley Transport purchase. The combination of Wabtec and Faiveley Transport would create one of the world’s largest public rail equipment companies, with revenues of over $4.3 billion and a presence in all key freight rail and passenger transit geographies worldwide. Closing of the transaction is subject to various conditions, including completion of regulatory requirements. These steps are currently on-going and the timing of completion is unknown. ACQUISITIONS The Company has made the following acquisitions operating as a business unit or component of a business unit in the Freight Segment: • On May 5, 2016 , the Company acquired Unitrac Railroad Materials ("Unitrac"), a leading designer and manufacturer of railroad products and track work services for a purchase price of approximately $14.4 million , net of cash acquired, resulting in preliminary goodwill of $1.0 million , all of which will be deductible for tax purposes. • On October 30, 2015 , the Company acquired Relay Monitoring Systems PTY Ltd. ("RMS"), an Australian based manufacturer of electrical protection and control products for a purchase price of approximately $18.7 million , net of cash acquired, resulting in preliminary goodwill of $8.8 million , none of which will be deductible for tax purposes. • On October 8, 2015 , the Company acquired Track IQ, an Australian based manufacturer of wayside sensor systems for the global rail industry for a purchase price of approximately $9.3 million , net of cash acquired, resulting in preliminary goodwill of $ 6.3 million , all of which will be deductible for tax purposes. • On February 4, 2015 , the Company acquired Railroad Controls L.P. ("RCL"), a provider of railway signal construction services, for a purchase price of approximately $78.0 million , net of cash acquired, resulting in goodwill of $14.8 million , all of which will be deductible for tax purposes. The Company has made the following acquisitions operating as a business unit or component of a business unit in the Transit Segment: • On August 1, 2016 , the Company acquired Gerken Group SA ("Gerken"), a manufacturer of specialty carbon and graphite products for rail and other industrial applications, for a purchase price of approximately $62.8 million , net of cash acquired, resulting in preliminary goodwill of $16.2 million , none of which will be deductible for tax purposes. • On June 17, 2015 , the Company acquired Metalocaucho (“MTC”), a manufacturer of transit products, primarily rubber components for suspension and vibration control systems, for a purchase price of approximately $23.4 million , net of cash acquired, resulting in goodwill of $13.2 million , none of which will be deductible for tax purposes. The acquisitions listed above include escrow deposits of $34.9 million , which act as security for indemnity and other claims in accordance with the purchase and related escrow agreements. For the Gerken, Unitrac, RMS, and Track IQ acquisitions, the following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition. For the MTC and RCL acquisitions, the following table summarizes the final fair value of the assets acquired and liabilities assumed at the date of acquisition. Gerken Unitrac RMS Track IQ MTC RCL In thousands August 1, May 5, October 30, October 8, June 17, February 4, Current assets $ 33,003 $ 12,526 $ 3,605 $ 660 $ 10,348 $ 16,421 Property, plant & equipment 7,667 1,768 1,378 172 1,450 12,136 Goodwill 16,191 998 8,847 6,333 13,198 14,787 Other intangible assets 32,098 1,230 8,621 3,246 7,650 40,403 Other assets 1,706 — — — 114 — Total assets acquired 90,665 16,522 22,451 10,411 32,760 83,747 Total liabilities assumed (27,818 ) (2,144 ) (3,741 ) (1,099 ) (9,400 ) (5,736 ) Net assets acquired $ 62,847 $ 14,378 $ 18,710 $ 9,312 $ 23,360 $ 78,011 Of the $93.2 million of total acquired other intangible assets, $70.4 million was assigned to customer relationships, $15.8 million was assigned to trade names, $0.4 million was assigned to non-compete agreements, $1.4 million was assigned to customer backlog, and $5.2 million was assigned to intellectual property. The trade names were determined to have indefinite useful lives, while the intellectual property and customer relationships’ average useful lives are 20 years , and the non-compete useful life is five years . The Company also made smaller acquisitions not listed above. The following unaudited pro forma consolidated financial information presents income statement results as if the acquisitions listed above had occurred on January 1, 2015: In thousands Three Months Ended Three Months Ended Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Net sales $ 679,114 $ 833,138 $ 2,205,757 $ 2,562,576 Gross profit 213,755 267,377 715,080 816,828 Net income attributable to Wabtec shareholders 82,848 101,766 270,368 304,568 Diluted earnings per share As Reported $ 0.91 $ 1.02 $ 2.92 $ 3.05 Pro forma $ 0.91 $ 1.04 $ 2.95 $ 3.13 |