Filed by Raytheon Company
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule
Under the Securities Exchange Act of 1934
Subject Company: Raytheon Company
Commission File No.:
Date: June 25, 2019
Org. Announcement, Merger Integration and Consolidation Leads
Dear Raytheon leaders,
that Raytheon has entered into an agreement to combine with United Technologies Corporation in a merger of equals. The combined company Raytheon Technologies will define the future of the aerospace and
defense industry. It is an exciting opportunity to build on our foundation as a technology leader creating trusted, innovative solutions to make the world a safer place.
In parallel with our unwavering commitment to flawless execution, there is work to be done to ensure that when the merger closes which we anticipate
will be during the first half of 2020 we are prepared to leap ahead. As such, there are two key streams of work that require attention:
Integration work stream focused on the integration of Raytheon and UTCs corporate structures.
Consolidation work stream focused on consolidating our four businesses into two businesses.
I have asked
Scott Weiner, our vice president of Corporate Development, to lead the Integration work stream. Scott joined Raytheon in January and was an integral member of the team behind the merger agreement. He has more than 20 years of experience in corporate
development, leading domestic and international transactions including mergers and acquisitions, divestitures and similar strategic work after starting his career in engineering. Scott will work with a team of leaders from across the functions and
with his counterpart at UTC. In this capacity, he will report to a steering team comprised of Frank Jimenez, Toby OBrien, Randa Newsome and myself. He will also ensure coordination with the Consolidation work stream.
I have asked Tay Fitzgerald, our vice president of Operations for SAS, to lead the Consolidation work stream. For the duration of Tays assignment, Jeff
Place will serve as interim lead for Operations, and he will continue to lead Supply Chain at SAS. Tay has held a number of challenging technical and leadership positions with Raytheon throughout her
tenure. Prior to her current role, she served as program director of a strategic proprietary effort at RMS, as the
deputy director, and in numerous program manager, capture manager and engineering
organization manager roles. Tay will work with a team of leaders from across the businesses and functions, and in close coordination with the business presidents. In this capacity, she will report to the same steering team to which Scott will
report. She will also ensure coordination with the Integration work stream.
As the teams begin their work, we are committed to keeping you updated on our
progress and providing additional information as it becomes available. Meanwhile, I ask that you please stay focused on our 2019 performance, and join me in congratulating Scott and Tay on their assignments.
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. These forward-looking statements are intended to provide Raytheon Companys (Raytheon) and United Technologies Corporations (UTC) respective managements 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 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. There can be no assurance that the proposed merger 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 UTC and Raytheon on Forms
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
Additional Information and Where to Find It
In connection with the proposed merger, UTC will file a registration statement on Form
which will include a
document that serves as a prospectus of UTC and a joint proxy statement of UTC and Raytheon (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 UTC will file registration statements on Form 10 or
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 UTCs stockholders and Raytheons stockholders.
Investors and security holders will be able to obtain the registration statements and the joint proxy statement/prospectus free of charge from the SECs website or from UTC or Raytheon. The documents filed by UTC with the SEC may be obtained
free of charge at UTCs website at www.utc.com or at the SECs 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
or by email at email@example.com. The documents filed by Raytheon with the SEC may
be obtained free of charge at Raytheons website at www.raytheon.com or at the SECs 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, 02541, by telephone at
or by email at firstname.lastname@example.org.
Participants in the Solicitation
Raytheon and UTC 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 Raytheons directors and
executive officers is available in Raytheons proxy statement dated April 16, 2019, for its 2019 Annual Meeting of Shareholders. Information about UTCs directors and executive officers is available in UTCs proxy statement dated
March 18, 2019, for its 2019 Annual Meeting of Shareowners. 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 Raytheon or UTC 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.