Harris Corporation to Acquire Leitch Technology Corporation
August 31 2005 - 5:19PM
PR Newswire (US)
Expands Position in Fast-Growing Digital Broadcast Markets
MELBOURNE, Fla., Aug. 31 /PRNewswire-FirstCall/ -- Harris
Corporation (NYSE:HRS) has entered into a definitive agreement to
acquire all of the shares of Leitch Technology Corporation (TSX:
LTV) at a C$14.00 cash price per share. Total price consideration,
net of cash on hand, will be approximately US$450 million. Harris
expects the transaction to be neutral to fiscal year 2006 earnings
per share, excluding acquisition-related charges. In fiscal year
2007, the transaction is expected to be accretive by $.06 earnings
per share. Leitch is a global leader in providing high-performance
video systems for the television broadcast industry, including
routers and distribution equipment, signal processing, signal
management and monitoring, servers and storage area networks,
branding software and post-production editing systems. Harris is
the worldwide leader in providing digital broadcast technology
solutions for global broadcast media markets, including television
and radio transmission systems, networking solutions and
enterprise-wide software and media management systems. "The
acquisition further positions our company to lead the broadcast
industry's transition to high-definition digital services," said
Howard L. Lance, chairman, president and chief executive officer of
Harris. "Their broad product portfolio provides an excellent
complement to our current products and software, and significantly
expands our presence in these fast- growing market segments. Leitch
has a veteran management team with strong domain knowledge and has
launched important new products to meet the changing needs of the
digital marketplace. Our combined products and systems serve every
segment of the increasingly complex supply chain that brings
digital audio, video, and data content to consumers. The
acquisition of Leitch, following our acquisition of Encoda Systems
in November 2004, clearly establishes Harris as the company that
broadcasters turn to as they upgrade their equipment and software
systems to operate in a digital environment." "The combination of
Leitch Technology and Harris Corporation will create a powerful
force in the global broadcast industry. We view the opportunity as
extremely positive for our employees, customers, and shareholders,"
said Tim Thorsteinson, president and chief executive officer of
Leitch Technology. The acquisition is to be completed by way of a
statutory plan of arrangement and is subject to approval by Leitch
shareholders, customary regulatory and court approvals, and other
closing conditions. The transaction is expected to close in
approximately 60 days. Harris will host a conference call today at
5:00 p.m., Eastern Time, to discuss the above items. Interested
individuals are invited to listen to the call by using a dial-in
number: (719) 457-2617, access code: 5466810. Presentation
materials for the call will be available via the Internet at
http://www.harris.com/. The conference call also will be broadcast
live via the Internet at http://www.harris.com/ . A replay also
will be available at the same web site. Harris is an international
communications and information technology company serving
government and commercial markets in more than150 countries. With
headquarters in Melbourne, Florida, the company has annual sales of
over $3 billion and employs 12,600 men and women - including 5,500
engineers and scientists - dedicated to the development of
best-in-class assured communications(TM) products, systems, and
services. The company's operating divisions serve markets for
government communications, tactical radio, broadcast, and microwave
systems. Additional information about Harris Corporation is
available at http://www.harris.com/ . Non-GAAP Financial Measures
This press release contains non-GAAP financial measures within the
meaning of Regulation G promulgated by the SEC, including fiscal
2006 earnings-per- share guidance excluding the impact of any
facility shutdown, relocation expenses, severance costs, and other
charges associated with the cost- reduction items planned to take
in our Broadcast Communications segment and the acquisition related
charges, which cannot be determined without unreasonable effort.
Management of Harris believes that these non-GAAP financial
measures, when considered together with the GAAP financial
measures, provide information that is useful to investors in
understanding period-over- period operating results separate and
apart from items that may, or could, have a disproportionately
positive or negative impact on results in any particular period.
Management also believes that these non-GAAP financial measures
enhance the ability of investors to analyze Harris business trends
and to better understand the company's performance. In addition,
the company may utilize non-GAAP financial measures as a guide in
its forecasting, budgeting, and long-term planning process and to
measure operating performance for some management compensation
purposes. Any analysis of non-GAAP financial measures should be
used only in conjunction with results presented in accordance with
GAAP. Forward-Looking Statements Statements in this press release
that are not historical facts are forward-looking statements that
reflect management's current expectations, assumptions, and
estimates of future performance and economic conditions. Such
statements are made in reliance upon the safe harbor provisions of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements in this
release include but are not limited to: anticipated timing of the
closing of the acquisition of Leitch and the impact of the
acquisition on our fiscal 2006 earnings, savings from
cost-reduction actions and statements regarding outlook. The
Company cautions investors that any forward-looking statements are
subject to risks and uncertainties that may cause actual results
and future trends to differ materially from those matters expressed
in or implied by such forward-looking statements. The Company's
consolidated results and the forward-looking statements could be
affected by many factors, including but not limited to: our
participation in markets that are often subject to uncertain
economic conditions which makes it difficult to estimate growth in
our markets and, as a result, future income and expenditures; our
dependence on the U.S. government for a significant portion of our
revenues, as the loss of this relationship or a shift in U.S.
government funding could have adverse consequences on our future
business; potential changes in U.S. government or customer
priorities due to program reviews or revisions to strategic
objectives, including termination of or potential failure to fund
U.S. government contracts; risks inherent with large long-term
fixed-price contracts, particularly the ability to contain cost
overruns; the performance of critical subcontractors or suppliers;
financial and government and regulatory risks relating to
international sales and operations, including fluctuations in
foreign currency exchange rates and the effectiveness of our
currency hedging program; our ability to continue to develop new
products that achieve market acceptance; the consequences of future
geo-political events, which may affect adversely the markets in
which we operate, our ability to insure against risks, our
operations or our profitability; strategic acquisitions and the
risks and uncertainties related thereto, including our ability to
manage and integrate acquired businesses; potential claims that we
are infringing the intellectual property rights of third parties;
the successful resolution of patent infringement claims and the
ultimate outcome of other contingencies, litigation and legal
matters; customer credit risk; the fair values of our portfolio of
passive investments, which values are subject to significant price
volatility or erosion; risks inherent in developing new
technologies; the potential impact of hurricanes on our operations
in Florida and the potential impact of earthquakes on our
operations in California; the ability to recruit and retain
qualified personnel; and general economic conditions in the markets
in which we operate. Further information relating to factors that
may impact the Company's results and forward-looking statements are
disclosed in the Company's filings with the SEC. Harris disclaims
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events,
or otherwise. For additional information, contact Harris
Corporation at . DATASOURCE: Harris Corporation CONTACT: Media, Tom
Hausman, +1-321-727-9131, or , for Investor relations, Pamela
Padgett, +1-321-727-9383, or , both of Harris Corporation Web site:
http://www.harris.com/
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