Harris Corporation to Acquire Exelis
Melbourne, Fl., February 6, 2015--Harris Corporation and Exelis today announced a definitive agreement under which Harris will acquire Exelis in a cash and stock transaction valued at US$ 23.75 per share, or an approximately US$ 4.75 billion enterprise value.
The agreement has been unanimously approved by the Boards of Directors of both companies. The transaction is expected to close in June 2015 and is subject to customary closing conditions, including regulatory and Exelis shareholder approval.
Under the terms of the transaction, Exelis shareholders will receive US$ 16.625 in cash and 0.1025 of a share of Harris common stock, based on Harris' closing price as of February 5, 2015, for each share of Exelis common stock. Upon closing, Harris shareholders will own approximately 85 percent of the combined company, and Exelis shareholders will own approximately 15 percent. On a pro forma basis for the latest twelve months ended December 31, 2014, the combined company would have had more than US$ 8 billion in revenue and about 23,000 employees globally, including 9,000 engineers and scientists.
“Acquiring Exelis is transformational for Harris,” said William M. Brown, chairman, president and chief executive officer of Harris. “The combination of the two companies’ highly complementary core franchises creates a competitively stronger company with significantly greater scale. We are expanding in a market where we have decades of success and a workforce dedicated to providing our customers with innovative and cost-effective solutions for some of their most complex challenges.”
“This agreement to become part of Harris Corporation represents an exciting new chapter for Exelis,” said David F. Melcher, chief executive officer and president of Exelis. “Combining the companies not only creates shareholder value, but the commitment to excellence and innovation that both companies share will significantly benefit customers and provide new opportunities for employees.”
Morgan Stanley & Co. LLC is acting as financial advisor to Harris Corporation and Sullivan & Cromwell LLP is serving as principal legal counsel. J.P. Morgan Securities LLC is acting as financial advisor to Exelis, and Jones Day is serving as legal counsel.
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