BOSTON, MA – Nov. 23, 2021 – 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.” Both statements are incorrect and Berenberg Capital Markets has since issued a retraction. Rockwell has made no announcement that it is “cutting financial ties with PTC” or that it is selling its entire investment in PTC. The parties are continuing to bring value-added solutions to manufacturing customers through their strategic alliance.
PTC and Rockwell have been parties to a Strategic Alliance Agreement since 2018. In connection with that agreement, Rockwell made an approximately $1 billion investment in PTC common stock pursuant to a Securities Purchase Agreement (Purchase Agreement). The Purchase Agreement contemplates that Rockwell would have flexibility to sell its PTC shares, subject to certain volume and time limitations. Under the Purchase Agreement, Rockwell also has a right to designate a representative to the PTC Board of Directors as long as Rockwell maintains at least a 5% equity position in PTC.
In connection with the Purchase Agreement, the parties also entered into a Registration Rights Agreement pursuant to which PTC was required to file and maintain a resale registration statement covering the resale by Rockwell Automation of its 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: Rockwell’s intentions with respect to sales of its shares of PTC common stock and Mr. Moret’s intention to remain on the PTC Board may change and Rockwell could elect to sell more of its PTC shares that it currently intends or through different methods, which could cause Rockwell’s ownership in PTC to decrease below that currently contemplated, including below the 5% threshold required for Rockwell to retain its right to appoint a director to the PTC Board; and the parties’ intentions with respect to the strategic alliance could change, which could cause the strategic alliance to be terminated early and the associated limitations on sales by Rockwell of its PTC shares and its standstill and certain other obligations to terminate earlier. 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. In combination with an extensive partner network, PTC provides customers flexibility in how its technology can be deployed to drive digital transformation – on premises, in the cloud, or via its pure SaaS platform. At PTC, we don't just imagine a better world, we enable it.
About Rockwell Automation
Rockwell Automation, Inc. (NYSE: ROK), is a global leader in industrial automation and digital transformation. We connect the imaginations of people with the potential of technology to expand what is humanly possible, making the world more productive and more sustainable. 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.