8-KMaterial AgreementsExhibits & Filings

ROCKWELL AUTOMATION, INC 8-K Report, Material Agreement (Jun 25, 2021)

Filed June 25, 2021For Securities:ROK

Summary

Rockwell Automation, Inc. (ROK) has announced a significant strategic move through a definitive agreement to acquire Plex Systems Holdings, Inc. for an aggregate merger consideration of $2.22 billion in cash. This acquisition, structured as a merger with Rockwell's wholly-owned subsidiary, is set to enhance Rockwell's capabilities in the manufacturing software and cloud solutions space, particularly for the "smart factory" environment. The transaction is expected to close in Rockwell's fiscal fourth quarter, subject to customary closing conditions including antitrust approvals (Hart-Scott-Rodino) and the absence of material adverse effects. Plex Systems shareholders have approved the merger via written consent, indicating strong support for the deal. Rockwell has entered into customary representations, warranties, and covenants, including exclusivity provisions for Plex. Investors should note that the agreement contains termination rights for both parties, with a long-stop date of October 31, 2021.

Key Highlights

  • 1Rockwell Automation to acquire Plex Systems Holdings, Inc. for $2.22 billion in cash.
  • 2Acquisition is structured as a merger with a wholly-owned subsidiary of Rockwell.
  • 3Plex Systems shareholders have approved the merger via written consent.
  • 4The deal is expected to close in Rockwell's fiscal fourth quarter.
  • 5Closing is subject to standard conditions, including HSR antitrust approval.
  • 6The agreement includes customary representations, warranties, and covenants.
  • 7Termination rights exist for both parties, with a long-stop date of October 31, 2021.

Frequently Asked Questions

The acquisition of Plex Systems is intended to bolster Rockwell Automation's software offerings and cloud capabilities, particularly in advancing the "smart factory" and enhancing its position in the industrial automation software market.

The aggregate merger consideration is $2.22 billion in cash, subject to adjustments for Plex's cash, debt, net working capital, and transaction expenses.

Yes, the closing is contingent on several conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, accuracy of representations and warranties, performance of covenants, and the absence of a continuing material adverse effect on Plex.

Rockwell Automation anticipates that the merger will close in its fiscal fourth quarter.