As previously announced, on
February 15, 2021, Regal Beloit Corporation (the “Company” or “Regal”) entered into definitive agreements
with Rexnord Corporation (“Rexnord”), Land Newco, Inc., a wholly owned indirect subsidiary of Rexnord (“Land”),
and Phoenix 2021, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), with respect to a Reverse Morris Trust
transaction (the “Proposed Transaction”) pursuant to which, and subject to the terms and conditions of the Agreement and Plan
of Merger dated as of February 15, 2021 by and among the Company, Rexnord and Merger Sub (as amended, modified or supplemented in
accordance with its terms, the “Merger Agreement”) and the other definitive agreements entered into in connection therewith,
(1) Rexnord will transfer (or cause to be transferred) to Land substantially all of the assets, and Land will assume substantially
all of the liabilities, of Rexnord’s Process & Motion Control segment (“PMC”) (the “Reorganization”),
(2) after which, all of the issued and outstanding shares of common stock, $0.01 par value per share, of Land (“Land common
stock”) held by a subsidiary of Rexnord will be distributed in a series of distributions to Rexnord’s stockholders (the “Distributions”,
and the final distribution of Land common stock from Rexnord to Rexnord’s stockholders, which is to be made pro rata for no consideration,
the “Spin-Off”) and (3) immediately after the Spin-Off, Merger Sub will merge with and into Land (the “Merger”)
and all shares of Land common stock (other than those held by Rexnord, Land, the Company, Merger Sub or their respective subsidiaries)
will be converted as of the effective time of the Merger (the “Effective Time”) into the right to receive shares of the common
stock, $0.01 par value per share, of the Company, as calculated and subject to adjustment as set forth in the Merger Agreement. When the
Merger is completed, Land (which at that time will hold the PMC business) will be a wholly owned subsidiary of the Company.
Announcement of New Principal
Accounting Officer
On September 8, 2021, contingent
and effective upon the occurrence of the Effective Time, the Board appointed Daniel J. Klun as Vice President and Corporate Controller
of the Company. In that role, Mr. Klun will report to Robert J. Rehard, the Company’s Vice President and Chief Financial Officer,
and serve as the Company’s principal accounting officer.
Mr. Klun began his career
with Rexnord in 2005 as the Corporate Director of FP&A. Over his time with Rexnord, he has held numerous positions within the corporate
controllership function where he ultimately served as Rexnord’s Vice President and Corporate Controller from 2011 through 2016.
For the last five years, he has held the role of Vice President of Finance with responsibility for Rexnord’s global Process and
Motion Control operating segment. Prior to Rexnord, Mr. Klun served as an external auditor for the public accounting firm of Arthur
Andersen and has also held subsequent positions with progressive FP&A and controllership experience inside of manufacturing companies
such as APW Ltd., GE Healthcare & Quad Graphics.
Mr. Klun will receive an
annual base salary and is expected to continue to be eligible to participate in the Company’s bonus and long-term incentive compensation
programs as well as welfare and retirement benefit plans and programs that the Company makes available to all similarly situated employees
of the Company.
Mr. Klun will assume the
role of the Company’s principal accounting officer from Jason R. Longley, who has served as Vice President and Corporate Controller
since April 2018. Mr. Longley will continue to serve in this capacity until the Effective Time, when he will cease to serve
in that role. Following the occurrence of the Effective Time and Mr. Klun’s appointment, Mr. Longley will serve as the
Company’s Vice President of Financial Planning & Analysis, reporting to Robert J. Rehard, the Company’s Vice President
and Chief Financial Officer.
There are no arrangements between
Mr. Klun and any other person pursuant to which Mr. Klun was elected to serve as an officer of the Company, nor are there any
transactions in which the Company is a participant in which Mr. Klun has a material interest requiring disclosure pursuant to Item
404(a) of Regulation S-K promulgated under the Exchange Act.
Additional Information
This communication does not
constitute an offer to buy, or a solicitation of an offer to sell, any securities of the Company, Rexnord or Land. In connection with
the Proposed Transaction, the Company and Land filed registration statements with the SEC registering shares of Company common stock and
Land common stock in connection with the Proposed Transaction, which have become effective. The Company’s Registration Statement
on Form S-4 (No. 333-255982) includes a joint proxy statement/prospectus-information statement relating to the Proposed Transaction, which
has been mailed to the Company’s shareholders and Rexnord shareholders. The Company’s shareholders and Rexnord shareholders
are urged to read the joint proxy statement/prospectus-information statement and any other relevant documents when they become available,
because they contain and will contain important information about the Company, Rexnord, Land and the Proposed Transaction. The joint proxy
statement/prospectus-information statement and other documents relating to the Proposed Transaction can also be obtained free of charge
from the SEC’s website at www.sec.gov. The joint proxy statement/prospectus-information statement and other documents can also be
obtained free of charge from Rexnord upon written request to Rexnord Corporation, Investor Relations, 511 Freshwater Way, Milwaukee, WI
53204, or by calling (414) 643-3739 or upon written request to Regal Beloit Corporation, Investor Relations, 200 State Street, Beloit,
WI 53511 or by calling (608) 364-8800.