Altra Industrial Motion Corp.: M&A transaction — Altra Industrial Motion completes acquisition by Regal Rexnord for $62.00 per share

Carl R. Christenson, Lyle G. Ganske, J. Scott Hall, Nicole Parent Haughey, Margot L. Hoffman, Thomas W. Swidarski, La Vonda Williams and James H. Woodward, Jr., being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time.

Carl R. Christenson, Lyle G. Ganske, J. Scott Hall, Nicole Parent Haughey, Margot L. Hoffman, Thomas W. Swidarski, La Vonda Williams and James H. Woodward, Jr., being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time.

As of the Effective Time, Louis V. Pinkham, Robert J. Rehard, Jerry R. Morton and Thomas E. Valentyn became the directors of the Company.

As of the Effective Time, Louis V. Pinkham, Robert J. Rehard, Jerry R. Morton and Thomas E. Valentyn became the directors of the Company.

Carl R. Christenson, Lyle G. Ganske, J. Scott Hall, Nicole Parent Haughey, Margot L. Hoffman, Thomas W. Swidarski, La Vonda Williams and James H. Woodward, Jr., being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time.

Carl R. Christenson, Lyle G. Ganske, J. Scott Hall, Nicole Parent Haughey, Margot L. Hoffman, Thomas W. Swidarski, La Vonda Williams and James H. Woodward, Jr., being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time.

As of the Effective Time, Louis V. Pinkham, Robert J. Rehard, Jerry R. Morton and Thomas E. Valentyn became the directors of the Company.

Carl R. Christenson, Lyle G. Ganske, J. Scott Hall, Nicole Parent Haughey, Margot L. Hoffman, Thomas W. Swidarski, La Vonda Williams and James H. Woodward, Jr., being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time.

Carl R. Christenson, Lyle G. Ganske, J. Scott Hall, Nicole Parent Haughey, Margot L. Hoffman, Thomas W. Swidarski, La Vonda Williams and James H. Woodward, Jr., being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time.

As of the Effective Time, Louis V. Pinkham, Robert J. Rehard, Jerry R. Morton and Thomas E. Valentyn became the directors of the Company.

Carl R. Christenson, Lyle G. Ganske, J. Scott Hall, Nicole Parent Haughey, Margot L. Hoffman, Thomas W. Swidarski, La Vonda Williams and James H. Woodward, Jr., being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time.

Carl R. Christenson, Lyle G. Ganske, J. Scott Hall, Nicole Parent Haughey, Margot L. Hoffman, Thomas W. Swidarski, La Vonda Williams and James H. Woodward, Jr., being all of the directors of the Company immediately prior to the Effective Time, resigned and ceased to be directors of the Company as of the Effective Time.

Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the form of the certificate of incorporation and bylaws of Merger Sub in effect as of immediately prior to the Effective Time, subject to certain changes as set forth in the Merger Agreement.

under the Delaware General Corporation Law (the “ DGCL”) and (iii) Company Restricted Shares (as defined in the Merger Agreement), was converted into the right to receive $62.00 (the “Merger Consideration”) in cash, without interest and subject to any required withholding of taxes. Pursuant to the Merger Agreement, at the Effective Time, (1) each vested

In connection with the closing of the Merger, the Company delivered to Parent a payoff letter (the “Payoff Letter”) executed and delivered by the Existing Agent (as defined below) under the Company’s Credit Agreement, dated as of November 17, 2021, among the Company, certain subsidiaries of the Company from time to time party thereto, the lenders party thereto and Bank of Montreal, as Administrative Agent, Sustainability Structuring Agent and Collateral Agent thereunder (in such capacities, the “Existing Agent”) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), which, among other things, (a) indicated the total amount necessary for the Company to repay and discharge in full all amounts outstanding pursuant to the terms of the Credit Agreement (other than for customary obligations that expressly survived by their terms) (such amount, the “Payoff Amount”), (b) provided for the release, upon

On March 27, 2023, immediately following the Effective Time, Parent, the guarantors currently party to the Indenture (as defined below) (the “Existing Guarantors”), the Company, the other guarantors listed on Schedule I to the First Supplemental Indenture (as defined below) (the “Additional Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into a Supplemental Indenture (the “First Supplemental Indenture”) to the Indenture, dated as of January 24, 2023, by and among Parent, the Existing Guarantors and the Trustee (as amended or supplemented to the date hereof, the “Indenture”) . Pursuant to the First Supplemental Indenture, the Company and the Additional Guarantors became guarantors of Parent’s obligations under the senior notes issued under the Indenture.