Hubbell Announces Plan To Create Single Class Of Common Stock and Increases Share Repurchase Authorization - Seite 2

David G. Nord, Chairman, President and Chief Executive Officer, said, "After an extensive review and analysis by the Hubbell Board of Directors, with input from investors, the Board believes it is in the best interests of the Company and all Hubbell shareholders, including the Class B shareholders and the non-Trust Class A shareholders, to reclassify our two classes of common stock into a single structure. The proposed share reclassification will align voting rights with the economic interests of our shareholders and maximize the efficiencies of a single-class share structure. In addition, the Company's simplified capital structure will provide a solid foundation as we continue to execute our One Hubbell Strategy, operate with discipline and pursue strategic growth initiatives to drive shareholder value."

The completion of the proposed reclassification is subject to customary closing conditions, including required shareholder approvals from holders of the Class A common stock and the Class B common stock, each voting as a separate group and voting together.  Bessemer Trust, on behalf of the Louie E. Roche and the Harvey Hubbell Trust, has agreed to vote all of each Trust's shares of Company stock in favor of the proposed reclassification. The proposed reclassification is expected to be completed in the fourth quarter of 2015 or the first quarter of 2016.    

Additional details of the proposed reclassification and related matters, including the proposed amendments to the Company's governing documents, will be described in the Company's current report on Form 8-K with respect to the reclassification, which will be filed with the U.S. Securities and Exchange Commission today. Hubbell also intends to file a registration statement on Form S-4 with the SEC, which will contain a proxy statement/prospectus with respect to the proposed reclassification.

Morgan Stanley & Co. LLC served as lead financial advisor to the Company and provided an opinion in relation to the fairness of the consideration to be paid to the holders of Class B common stock.  Centerview Partners provided an opinion in relation to the fairness of the consideration to be paid to the holders of Class A common stock (other than the Trusts).  Wachtell, Lipton, Rosen & Katz and Shipman & Goodwin LLP acted as legal advisers to the Company.