WALTHAM, Mass. and FARMINGTON, Conn., Oct.
11, 2019 /PRNewswire/ -- Raytheon Company (NYSE: RTN) and
United Technologies Corp. (NYSE: UTX) announced that, at their
respective special meetings of shareowners held today, Raytheon and
United Technologies shareowners voted overwhelmingly to approve all
of the proposals necessary to complete the merger of equals
transaction combining United Technologies' aerospace businesses,
comprised of Collins Aerospace and Pratt & Whitney, with
Raytheon. The merger would create Raytheon Technologies
Corporation, a premier systems provider with advanced technologies
to address rapidly growing segments within aerospace and
defense.
The transaction is expected to close in the first half of 2020,
subject to the satisfaction of customary closing conditions,
including receipt of required regulatory approvals, as well as
completion by United Technologies of the separation of its
Otis and Carrier businesses.
"I am pleased that the shareowners of Raytheon and UTC voted in
favor of our powerful strategic combination," said Tom Kennedy, Raytheon Chairman and CEO. "Today's
vote reflects a significant step on our path to unite two
world-class companies with complementary technologies and supports
our view that this merger of equals will create additional growth
opportunities while delivering benefits to our shareowners,
customers and employees."
"Today is an important milestone in our transformational merger,
which will define the future of aerospace and defense. With our
technological and R&D capabilities, Raytheon Technologies will
deliver innovative and cost-effective solutions aligned with the
highest customer priorities for decades to come," said Greg Hayes, United Technologies Chairman and
CEO.
The final vote results on the proposals voted on at the special
meetings will be set forth in the companies' separate Form 8-Ks
filed with the SEC after certification by each company's inspector
of elections.
Transaction Website
Additional information on the
merger and related materials can be found on a joint transaction
website at www.futureofaerospacedefense.com.
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 Regarding Forward-Looking
Statements
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 ("Raytheon") and United Technologies Corporation's
("UTC") 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 Rockwell
Collins acquisition, the proposed merger or the spin-offs by UTC 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 UTC and Raytheon 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 combined company of its 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; (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 UTC, Raytheon 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 UTC, Raytheon 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 UTC's and/or Raytheon'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 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 UTC 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 UTC's and Raytheon's operations will be greater than expected;
(24) risks relating to completed merger, acquisition and
divestiture activity, including UTC's 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, UTC,
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 UTC and UTC's 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 UTC's estimates; and (31) the impact of the proposed merger
and the separation transactions on the respective businesses of
Raytheon and UTC and the risk that the separation transactions may
be more difficult, time-consuming or costly than expected,
including the impact on UTC's 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
joint proxy statement/prospectus (defined below) and the reports of
UTC and Raytheon 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 UTC and Raytheon 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 and Where to Find It
In
connection with the proposed merger, on September 4, 2019, UTC filed with the SEC an
amendment to the registration statement on Form S-4 originally
filed on July 17, 2019, which
includes a joint proxy statement of UTC and Raytheon that also
constitutes a prospectus of UTC (the "joint proxy
statement/prospectus"). The registration statement was declared
effective by the SEC on September 9,
2019, and UTC and Raytheon commenced mailing the joint proxy
statement/prospectus to shareowners of UTC and stockholders of
Raytheon on or about September 10,
2019. Each party will file other documents regarding the
proposed merger with the SEC. In addition, in connection with the
separation transactions, subsidiaries of UTC will file registration
statements on Form 10 or Form S-1. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain
copies of the registration statements and the joint proxy
statement/prospectus free of charge from the SEC's website or from
UTC or Raytheon. The documents filed by UTC with the SEC may be
obtained free of charge at UTC's 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 UTC 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 with the SEC may be obtained free of charge at
Raytheon'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 by requesting them by mail at Raytheon Company,
Investor Relations, 870 Winter Street, Waltham, MA, 02451, by telephone at
1-781-522-5123 or by email at invest@raytheon.com.
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.
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SOURCE United Technologies Corp.