Exelis Inc. (NYSE: XLS) announced today that its shareholders
approved the merger agreement providing for the acquisition of
Exelis by Harris Corporation during its special meeting of
shareholders held today. More than 97 percent of the shares voted
at the special meeting voted in favor of the transaction,
representing more than 79 percent of all outstanding shares of
Exelis.
Exelis also announced today that on May 21, 2015, Exelis and
Harris received notification that the Department of Justice had
terminated the waiting period applicable to the merger under the
Hart-Scott-Rodino Antitrust Improvements Act.
The approval of the merger agreement by Exelis shareholders and
the termination of the Hart-Scott-Rodino waiting period were two of
the final conditions to the closing of the acquisition.
Exelis and Harris expect the merger to close on May 29, 2015.
However, the merger remains subject to the satisfaction of the
remaining closing conditions set forth in the merger agreement.
The previously announced merger agreement provides that Exelis
shareholders will receive $16.625 in cash and 0.1025 of a share of
Harris common stock for each share of Exelis common stock. At
close, Harris shareholders will own approximately 85 percent of the
combined company, and Exelis shareholders will own approximately 15
percent.
“The vote today shows our shareholders understand that together,
Harris and Exelis will be better positioned to compete more
effectively and profitably in the global marketplace,” said Exelis
CEO and President David F. Melcher. “We look forward to the new
opportunities for our collective businesses and to bringing
existing capabilities into new markets.”
About Exelis
Exelis is a diversified, top-tier global aerospace, defense,
information and services company that leverages a greater than
50-year legacy of deep customer knowledge and technical expertise
to deliver affordable, mission-critical solutions for global
customers. Exelis is a leader in positioning and navigation,
sensors, air traffic management solutions, image processing and
distribution, communications and information systems; and focused
on strategic growth in the areas of critical networks, ISR and
analytics, electronic warfare and composite aerostructures.
Headquartered in McLean, Virginia, Exelis employs approximately
10,000 people and generated 2014 sales of approximately $3.3
billion. For more information, visit our website at
www.exelisinc.com or connect with us on Facebook,
Twitter, LinkedIn, and YouTube.
About Harris Corporation
Harris is an international communications and information
technology company serving government and commercial markets in
more than 125 countries. Headquartered in Melbourne, Florida, the
company has approximately $5 billion of annual revenue and about
13,000 employees — including 6,000 engineers and scientists. Harris
is dedicated to developing best-in-class assured communications®
products, systems, and services. Additional information about
Harris Corporation is available at harris.com.
“Safe Harbor” Statement under the Private
Securities Litigation Reform Act of 1995
This communication contains “forward-looking” statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995, known as the PSLRA. These statements, as they relate to
Exelis and Harris, the management of either such company or the
proposed transaction between Exelis and Harris, involve risks and
uncertainties that may cause results to differ materially from
those set forth in the statements. These statements are based on
current plans, estimates and projections, and therefore, you are
cautioned not to place undue reliance on them. No forward-looking
statement can be guaranteed, and actual results may differ
materially from those projected. Exelis and Harris undertake no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except to the extent required by law. Forward-looking statements
are not historical facts, but rather are based on current
expectations, estimates, assumptions and projections about the
business and future financial results, and other legal, regulatory
and economic developments. We use words such as “anticipates,”
“believes,” “plans,” “expects,” “projects,” “future,” “intends,”
“may,” “will,” “should,” “could,” “estimates,” “predicts,”
“potential,” “continue,” “guidance,” and similar expressions to
identify these forward-looking statements that are intended to be
covered by the safe harbor provisions of the PSLRA. Actual results
could differ materially from the results contemplated by these
forward-looking statements due to a number of factors, including:
the risk that the businesses will not be integrated successfully;
the risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize
than expected; disruption from the transaction making it more
difficult to maintain relationships with customers, employees or
suppliers; the failure to obtain governmental approvals of the
transaction on the proposed terms and schedule, and any conditions
imposed on the combined company in connection with consummation of
the merger; the failure to satisfy various conditions to the
closing of the merger contemplated by the merger agreement; and the
risks that are described from time to time in Exelis’ and Harris’
respective reports filed with the SEC, including Exelis’ Annual
Report on Form 10-K for the year ended December 31, 2014 (as
amended by Annual Report on Form 10-K/A filed on April 6, 2015),
and Harris’ annual report on Form 10-K for the year ended June 27,
2014 and quarterly reports on Form 10-Q for the quarters ended
September 26, 2014, and January 2, 2015, in each case, as such
reports may have been amended. This document speaks only as of its
date, and Exelis and Harris each disclaims any duty to update the
information herein.
Additional Information and Where to Find
It
In connection with the proposed transaction, Harris has filed
with the SEC, and the SEC has declared effective, a Registration
Statement on Form S-4 (Reg. No. 333-202539), containing a proxy
statement/prospectus regarding the proposed merger. SHAREHOLDERS OF
EXELIS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE
DEFINITIVE PROXY STATEMENT/ PROSPECTUS THAT IS PART OF THE
REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER. The definitive proxy
statement/prospectus has been mailed to shareholders of Exelis.
Investors and security holders may obtain the documents free of
charge at the SEC’s web site, www.sec.gov, from Harris at its web
site, www.Harris.com, or from Exelis at its web site,
www.Exelisinc.com, or 1650 Tysons Blvd. Suite 1700, McLean, VA
22102, attention: Corporate Secretary.
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version on businesswire.com: http://www.businesswire.com/news/home/20150522005457/en/
Exelis Inc.InvestorsKaty Herr,
703-790-6376Katy.Herr@exelisinc.comorMediaB.J. Talley,
703-790-6349William.Talley@exelisinc.com
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