WALTHAM, Mass. and FARMINGTON, Conn., June
13, 2019 /PRNewswire/ -- Raytheon Company (NYSE: RTN)
and United Technologies Corp. (NYSE: UTX) will audiocast a joint
Question & Answer session with Tom
Kennedy, Chairman and CEO of Raytheon, and Greg Hayes, Chairman and CEO of United
Technologies, on Monday, June 17, 2019. The Q&A session is
scheduled for 2:30 a.m. ET
(8:30 a.m. local time in Paris). The Q&A session will also be
audiocast online at www.raytheon.com/ir and www.utc.com.
To facilitate the Q&A session, United Technologies Corp. is
updating the start time of its analysts and portfolio managers
meeting at the Paris Air Show to start at 3:00 a.m. ET (9:00
a.m. local time in Paris)
on June 17, 2019. The event will be
audiocast online at www.utc.com and will be archived on the
website afterward. The corresponding presentation will be available
on the Company's website prior to the meeting.
About Raytheon
Raytheon Company is a technology and
innovation leader specializing in defense, civil government and
cybersecurity solutions. With a history of innovation, Raytheon
provides state-of-the-art electronics, mission systems integration,
C5I® products and services, sensing, effects and mission
support for customers in more than 80 countries. Raytheon is
headquartered in Waltham,
Massachusetts. Follow us on Twitter.
About United Technologies
United Technologies Corp.,
based in Farmington, Connecticut,
provides high technology products and services to the building and
aerospace industries. By combining a passion for science with
precision engineering, the company is creating smart, sustainable
solutions the world needs. For more information about the company,
visit our website at www.utc.com or on Twitter @UTC.
Cautionary Statement
This communication contains
statements which, to the extent they are not statements of
historical or present fact, constitute "forward-looking statements"
under the securities laws. From time to time, oral or written
forward-looking statements may also be included in other
information released to the public. These forward-looking
statements are intended to provide Raytheon Company's and United
Technologies' respective management's current expectations or plans
for our future operating and financial performance, based on
assumptions currently believed to be valid. Forward-looking
statements can be identified by the use of words such as "believe,"
"expect," "expectations," "plans," "strategy," "prospects,"
"estimate," "project," "target," "anticipate," "will," "should,"
"see," "guidance," "outlook," "confident," "on track" and other
words of similar meaning. Forward-looking statements may include,
among other things, statements relating to future sales, earnings,
cash flow, results of operations, uses of cash, share repurchases,
tax rates, R&D spend, other measures of financial performance,
potential future plans, strategies or transactions, credit ratings
and net indebtedness, other anticipated benefits of the proposed
merger or the spin-offs by United Technologies of Otis and Carrier into separate independent
companies (the "separation transactions"), including estimated
synergies and customer cost savings resulting from the proposed
merger, the expected timing of completion of the proposed merger
and the separation transactions, estimated costs associated with
such transactions and other statements that are not historical
facts. All forward-looking statements involve risks, uncertainties
and other factors that may cause actual results to differ
materially from those expressed or implied in the forward-looking
statements. For those statements, we claim the protection of the
safe harbor for forward-looking statements contained in the U.S.
Private Securities Litigation Reform Act of 1995. Such risks,
uncertainties and other factors include, without limitation: (1)
the effect of economic conditions in the industries and markets in
which United Technologies and Raytheon Company operate in the U.S.
and globally and any changes therein, including financial market
conditions, fluctuations in commodity prices, interest rates and
foreign currency exchange rates, levels of end market demand in
construction and in both the commercial and defense segments of the
aerospace industry, levels of air travel, financial condition of
commercial airlines, the impact of weather conditions and natural
disasters, the financial condition of our customers and suppliers,
and the risks associated with U.S. government sales (including
changes or shifts in defense spending due to budgetary constraints,
spending cuts resulting from sequestration, a government shutdown,
or otherwise, and uncertain funding of programs); (2) challenges in
the development, production, delivery, support, performance and
realization of the anticipated benefits (including our expected
returns under customer contracts) of advanced technologies and new
products and services; (3) the scope, nature, impact or timing of
the proposed merger and the separation transactions and other
merger, acquisition and divestiture activity, including among other
things the integration of or with other businesses and realization
of synergies and opportunities for growth and innovation and
incurrence of related costs and expenses; (4) future levels of
indebtedness, including indebtedness that may be incurred in
connection with the proposed merger and the separation
transactions, and capital spending and research and development
spending; (5) future availability of credit and factors that may
affect such availability, including credit market conditions and
our capital structure; (6) the timing and scope of future
repurchases by the companies of their respective common stock,
which may be suspended at any time due to various factors,
including market conditions and the level of other investing
activities and uses of cash, including in connection with the
proposed merger; (7) delays and disruption in delivery of materials
and services from suppliers; (8) company and customer-directed cost
reduction efforts and restructuring costs and savings and other
consequences thereof (including the potential termination of U.S.
government contracts and performance under undefinitized contract
awards and the potential inability to recover termination costs);
(9) new business and investment opportunities; (10) the ability to
realize the intended benefits of organizational changes; (11) the
anticipated benefits of diversification and balance of operations
across product lines, regions and industries; (12) the outcome of
legal proceedings, investigations and other contingencies; (13)
pension plan assumptions and future contributions; (14) the impact
of the negotiation of collective bargaining agreements and labor
disputes; (15) the effect of changes in political conditions in the
U.S. and other countries in which United Technologies, Raytheon
Company and the businesses of each operate, including the effect of
changes in U.S. trade policies or the U.K.'s pending withdrawal
from the European Union, on general market conditions, global trade
policies and currency exchange rates in the near term and beyond;
(16) the effect of changes in tax (including U.S. tax reform
enacted on December 22, 2017, which
is commonly referred to as the Tax Cuts and Jobs Act of 2017),
environmental, regulatory and other laws and regulations
(including, among other things, export and import requirements such
as the International Traffic in Arms Regulations and the Export
Administration Regulations, anti-bribery and anti-corruption
requirements, including the Foreign Corrupt Practices Act,
industrial cooperation agreement obligations, and procurement and
other regulations) in the U.S. and other countries in which United
Technologies, Raytheon Company and the businesses of each operate;
(17) negative effects of the announcement or pendency of the
proposed merger or the separation transactions on the market price
of United Technologies' and/or Raytheon Company's respective common
stock and/or on their respective financial performance; (18) the
ability of the parties to receive the required regulatory approvals
for the proposed merger (and the risk that such approvals may
result in the imposition of conditions that could adversely affect
the combined company or the expected benefits of the transaction)
and approvals of United Technologies' shareowners and Raytheon
Company's shareholders and to satisfy the other conditions to the
closing of the merger on a timely basis or at all; (19) the
occurrence of events that may give rise to a right of one or both
of the parties to terminate the merger agreement; (20) risks
relating to the value of the United Technologies' shares to be
issued in the proposed merger, significant transaction costs and/or
unknown liabilities; (21) the possibility that the anticipated
benefits from the proposed merger cannot be realized in full or at
all or may take longer to realize than expected, including risks
associated with third party contracts containing consent and/or
other provisions that may be triggered by the proposed transaction;
(22) risks associated with transaction-related litigation; (23) the
possibility that costs or difficulties related to the integration
of United Technologies' and Raytheon Company's operations will be
greater than expected; (24) risks relating to completed merger,
acquisition and divestiture activity, including United
Technologies' integration of Rockwell Collins, including the risk
that the integration may be more difficult, time-consuming or
costly than expected or may not result in the achievement of
estimated synergies within the contemplated time frame or at all;
(25) the ability of each of Raytheon Company, United Technologies,
the companies resulting from the separation transactions and the
combined company to retain and hire key personnel; (26) the
expected benefits and timing of the separation transactions, and
the risk that conditions to the separation transactions will not be
satisfied and/or that the separation transactions will not be
completed within the expected time frame, on the expected terms or
at all; (27) the intended qualification of (i) the merger as a
tax-free reorganization and (ii) the separation transactions as
tax-free to United Technologies and United Technologies'
shareowners, in each case, for U.S. federal income tax purposes;
(28) the possibility that any opinions, consents, approvals or
rulings required in connection with the separation transactions
will not be received or obtained within the expected time frame, on
the expected terms or at all; (29) expected financing transactions
undertaken in connection with the proposed merger and the
separation transactions and risks associated with additional
indebtedness; (30) the risk that dissynergy costs, costs of
restructuring transactions and other costs incurred in connection
with the separation transactions will exceed United Technologies'
estimates; and (31) the impact of the proposed merger and the
separation transactions on the respective businesses of Raytheon
Company and United Technologies and the risk that the separation
transactions may be more difficult, time-consuming or costly than
expected, including the impact on United Technologies' resources,
systems, procedures and controls, diversion of its management's
attention and the impact on relationships with customers,
suppliers, employees and other business counterparties. There can
be no assurance that the proposed merger, the separation
transactions or any other transaction described above will in fact
be consummated in the manner described or at all. For additional
information on identifying factors that may cause actual results to
vary materially from those stated in forward-looking statements,
see the reports of United Technologies and Raytheon Company on
Forms 10-K, 10-Q and 8-K filed with or furnished to the Securities
and Exchange Commission (the "SEC") from time to time. Any
forward-looking statement speaks only as of the date on which it is
made, and United Technologies and Raytheon Company assume no
obligation to update or revise such statement, whether as a result
of new information, future events or otherwise, except as required
by applicable law.
Additional Information
In connection with the proposed
merger, United Technologies will file a registration statement on
Form S-4, which will include a document that serves as a prospectus
of United Technologies and a joint proxy statement of United
Technologies and Raytheon Company (the "joint proxy
statement/prospectus"), and each party will file other documents
regarding the proposed merger with the SEC. In addition, in
connection with the separation transactions, subsidiaries of United
Technologies will file registration statements on Form 10 or S-1.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. A definitive joint proxy statement/prospectus will be
sent to United Technologies' shareowners and Raytheon Company's
shareholders. Investors and security holders will be able to obtain
the registration statements and the joint proxy
statement/prospectus free of charge from the SEC's website or from
United Technologies or Raytheon Company. The documents filed by
United Technologies with the SEC may be obtained free of charge at
United Technologies' website at www.utc.com or at the SEC's
website at www.sec.gov. These documents may also be obtained free
of charge from United Technologies by requesting them by mail at
UTC Corporate Secretary, 10 Farm Springs Road, Farmington, CT, 06032, by telephone at
1-860-728-7870 or by email at corpsec@corphq.utc.com. The documents
filed by Raytheon Company with the SEC may be obtained free of
charge at Raytheon Company's website at www.raytheon.com or at
the SEC's website at www.sec.gov. These documents may also be
obtained free of charge from Raytheon Company by requesting them by
mail at Raytheon Company, Investor Relations, 870 Winter Street,
Waltham, MA, 02541, by telephone
at 1-781-522-5123 or by email at invest@raytheon.com.
Participants in the Solicitation
United Technologies
and Raytheon Company and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed merger. Information about United Technologies'
directors and executive officers is available in United
Technologies' proxy statement dated March
18, 2019, for its 2019 Annual Meeting of Shareowners.
Information about Raytheon Company's directors and executive
officers is available in Raytheon Company's proxy statement dated
April 16, 2019, for its 2019 Annual
Meeting of Shareholders. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the
transaction when they become available. Investors should read the
joint proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions. You may
obtain free copies of these documents from United Technologies or
Raytheon Company as indicated above.
No Offer or Solicitation
This communication shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended.
Contact:
|
Media Inquiries,
Raytheon
|
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(781)
522-5899
|
|
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Investor Relations,
Raytheon
|
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(781)
522-5141
|
|
|
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Media Inquiries,
UTC
|
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(917)
373-6465
|
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(917)
455-4102
|
|
|
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Investor Relations,
UTC
|
|
(860)
728-7608
|
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SOURCE United Technologies Corp.