PTC and Rockwell Automation 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.
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.
