Country for PR: United States
Contributor: PR Newswire New York
Wednesday, November 24 2021 - 13:55
AsiaNet
PTC and Rockwell Automation Issue Statement in Response to Berenberg Capital Markets Research Report
BOSTON, Nov. 24, 2021 /PRNewswire-AsiaNet/ --

PTC ( 
https://c212.net/c/link/?t=0&l=en&o=3369654-1&h=1681061753&u=https%3A%2F%2Fwww.ptc.com%2F%3Futm_source%3Dptc-rockwell-berenberg%26utm_medium%3Dpressrelease%26utm_campaign%3Dptc&a=PTC 
) (NASDAQ: PTC) and Rockwell Automation ( 
https://c212.net/c/link/?t=0&l=en&o=3369654-1&h=1095364478&u=https%3A%2F%2Fwww.rockwellautomation.com%2F%3Futm_source%3Dptc-rockwell-berenberg%26utm_medium%3Dpressrelease%26utm_campaign%3Dptc&a=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 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. 

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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.

Forward-Looking Statements 

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.  

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)

Media Contacts 

Corporate Communications 
Greg Payne 
gpayne@ptc.com 

Investor Relations 
Matt Shimao 
mshimao@ptc.com 

SOURCE: PTC Inc.