UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report: August 15, 2019 (Date
of earliest event reported:
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Section 8 – Other Events
Item 8.01. Other Events.
On August 15, 2019, Schaublin SA, a Swiss subsidiary of RBC Bearings Incorporated, acquired all of the outstanding shares of Vianel Holding AG for a purchase price of 33 million Swiss francs, subject to a working capital adjustment. Vianel, which is based in Bürglen, Switzerland, owns Swiss Tool Systems AG and other subsidiaries which collectively develop and manufacture high precision boring and turning solutions for metal cutting machines under the Swiss Tool Systems name.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 99.1 | Press Release of RBC Bearings Incorporated dated August 15, 2019. |
Page 1
SIGNATURES
According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: August 15, 2019
| RBC BEARINGS INCORPORATED | ||
| By: | /s/ Joseph Salamunovich | |
| Name: Joseph Salamunovich | ||
| Title: Vice President, General Counsel & Secretary | ||
Page 2
Exhibit 99.1
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One Tribology Center Oxford, Connecticut 06478 Phone: 203.267.7001 Fax: 203.267.5000 rbcbearings.com |
RBC Bearings Announces the Acquisition of Swiss Tool Systems AG
Oxford, CT - Thursday, August 15, 2019 - RBC Bearings Incorporated (Nasdaq: ROLL), a leading international manufacturer of highly-engineered precision bearings and components for the industrial, defense and aerospace industries, today announced the acquisition of Swiss Tool Systems AG, from Cross Equity Partners LLP and other private owners for approximately CHF 33.0 million ($33.9 million), to be financed through cash on hand and debt.
“Today we are very pleased to announce the acquisition of Swiss Tool Systems AG. Swiss Tools is a leading world-wide supplier of modular tooling systems and high-precision boring and turning solutions for metal cutting machines. Swiss Tools supplies highly engineered products that are complementary to our collets business in Europe and the U.S. to a customer base that we know well and serve daily. Their manufacturing processes and design expertise align very well with and complement those of RBC Bearings,” said RBC Bearings Chairman, President and Chief Executive Officer, Dr. Michael J. Hartnett. “We are adding a very talented Swiss Tools team who are experts in these products and we are excited to welcome those valued employees to the growing RBC Bearings team.”
With headquarters located in Bürglen, Thurgau, Switzerland, Swiss Tool Systems (www.swisstools.org) is a leading world-wide supplier of modular tooling systems and high-precision boring and turning solutions for metal cutting machines. Annual sales are approximately CHF 11.0 million ($11.3 million) and the company has approximately 50 employees.
Raiffeisen Switzerland acted as the exclusive financial advisor to RBC Bearings.
About RBC Bearings
RBC Bearings Incorporated is an international manufacturer and marketer of highly engineered precision bearings and components. Founded in 1919, the Company is primarily focused on producing highly technical or regulated bearing products and components requiring sophisticated design, testing, and manufacturing capabilities for the diversified industrial, aerospace, and defense markets. The Company is headquartered in Oxford, Connecticut.
Contacts
RBC Bearings
Ernie Hawkins
203-267-5010
ehawkins@rbcbearings.com
Alpha IR Group
Michael Cummings
617-461-1101
investors@rbcbearings.com