Hubbell Announces Plan To Create Single Class Of Common Stock and Increases Share Repurchase Authorization

       
SHELTON, CONNECTICUT (August 24, 2015) - Hubbell Incorporated (NYSE: HUBA, HUBB) (the "Company") today announced a plan to reclassify the Company's common stock to eliminate its existing two-class structure. The proposed reclassification has been approved by the Company's Board of Directors. In support of the plan to reclassify, Hubbell has entered into a definitive agreement providing for the proposed reclassification with Bessemer Trust Company, N.A., the trustee for the Louie E. Roche Trust and the Harvey Hubbell Trust, which collectively own 3,488,460 shares of the Company's Class A common stock, representing approximately 49% of Class A common stock outstanding.

Under the terms of the proposed reclassification, holders of Class A common stock will receive a cash payment of $28.00 for each share of Class A common stock held, and each share of Class A common stock and each share of Class B common stock will be reclassified into one share of Common Stock of the Company.  The aggregate cash consideration to be paid to holders of Class A common stock equates to approximately $200 million.

Each share of Common Stock into which the Class A common stock and the Class B common stock will be reclassified in the proposed transaction will be entitled to one vote per share on all matters brought to the Company's shareholders.  At the closing of the proposed reclassification, the holders of the Class A common stock will own approximately 12% of the then-outstanding Common Stock of the Company and the voting power of the former holders of Class B common stock will increase from approximately 26% to approximately 88% of the Common Stock. The proposed reclassification will reduce the aggregate voting power of the Louie E. Roche Trust and the Harvey Hubbell Trust from approximately 36% to 6%.

The Company expects to realize a number of benefits from the proposed reclassification, including:

• Simplification of its equity capital structure,
• Better alignment of economic interests and voting rights of all shareholders,
• Elimination of negative control by the Trusts and a reduction in the concentration of voting power,
• Enhancement of the Company's flexibility in structuring and executing strategic transactions, and
• Improved trading volume and liquidity for Common Stock.

The Company's Board of Directors has also authorized the repurchase of an additional $250 million of Common Stock, bringing the overall available share repurchase authorization to approximately $400 million.  The Company intends to acquire $250 million of Common Stock as soon as practicable following the completion of the proposed reclassification. After giving effect to the repurchase, which supersedes the Company's prior repurchase expectation, the proposed reclassification is expected to result in accretion to fiscal year 2016 earnings per share.