Harris Corporation Signs Definitive Agreement to Sell Its Night Vision Business to Elbit Systems Ltd. for $350 Million
April 05 2019 - 6:00AM
Business Wire
Harris Corporation (NYSE:HRS) and Elbit Systems Ltd.
(NASDAQ:ESLT) today announced the signing of a definitive agreement
under which Elbit Systems of America, LLC (ESA) will acquire
Harris’ Night Vision business for $350 million in cash. The
transaction is conditioned on completion of Harris’ previously
announced proposed merger with L3 Technologies, Inc. (NYSE:LLL), as
well as customary closing conditions including receipt of
regulatory approvals.
“In January 2019, we announced that as part of the L3 merger
regulatory process we had proactively started exploring the sale of
our Night Vision business,” said William M. Brown, chairman,
president and chief executive officer. “With the signing of the
agreement to divest the Night Vision business, and yesterday’s
approval by shareholders of the L3 Harris merger, we have achieved
two significant milestones towards completing the transformational
merger in mid-calendar 2019.”
Proceeds from the divestiture are expected to be used to
pre-fund the L3 Harris pension and return cash to shareholders.
Headquartered in Roanoke, Virginia, the Night Vision business is
a premier developer, producer and supplier of night vision
technology for the U.S. and allied military and security forces and
for the federal homeland security market. The Night Vision business
reports as part of the Communication Systems segment. Learn more at
harris.com/what-we-do/night-vision.
About Elbit Systems
Elbit Systems Ltd. is an international high technology company
engaged in a wide range of defense, homeland security and
commercial programs throughout the world. The Company, which
includes Elbit Systems and its subsidiaries, operates in the areas
of aerospace, land, and naval systems, command, control,
communications, computers, intelligence surveillance and
reconnaissance ("C4ISR"), unmanned aircraft systems, advanced
electro-optics, electro-optic space systems, EW suites, signal
intelligence systems, data links and communications systems, radios
and cyber-based systems and munitions. The Company also focuses on
the upgrading of existing platforms, developing new technologies
for defense, homeland security and commercial applications and
providing a range of support services, including training and
simulation systems. For additional information, visit:
www.elbitsystems.com.
About Harris Corporation
Harris Corporation is a leading technology innovator, solving
customers’ toughest mission-critical challenges by providing
solutions that connect, inform and protect. Harris supports
government and commercial customers in more than 100 countries and
has approximately $6 billion in annual revenue. The company is
organized into three business segments: Communication Systems,
Electronic Systems and Space and Intelligence Systems. Learn more
at harris.com.
Forward-Looking Statements
Certain of the matters discussed in this communication are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than
historical facts may be forward-looking statements; words such as
“may,” “will,” “should,” “likely,” “projects,” “guidance,”
“expects,” “anticipates,” “intends,” “plans,” “believes,”
“estimates,” and similar expressions are used to identify
forward-looking statements. Such statements are made in reliance on
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 communication include but are
not limited to anticipated satisfaction of the closing conditions
for the sale of the Night Vision business (the “Divestiture”), the
anticipated satisfaction of the closing conditions for, and
anticipated timing of the closing of, the merger between Harris and
L3 Technologies, Inc. (“L3” and such merger, the “Merger”) and the
anticipated use of proceeds from the Divestiture. Harris cautions
investors that these statements are subject to risks and
uncertainties, many of which are difficult to predict and generally
beyond Harris’ control, that could cause actual results to differ
materially from those expressed in, or implied or projected by, the
forward-looking information and statements. In addition to factors
previously disclosed in Harris’ and L3’s reports filed with the
U.S. Securities and Exchange Commission (the “SEC”) and those
identified elsewhere in this communication, the following factors,
among others, could cause actual results to differ materially from
forward-looking statements or historical performance: delays in, or
failures in respect of, anticipated satisfaction of closing
conditions for the Divestiture or the Merger or otherwise achieving
the closing of the Divestiture or the Merger; the occurrence of any
event, change or other circumstances that could give rise to the
right of one or both of Harris and L3 to terminate the definitive
merger agreement between them that provides for the Merger or the
right of one or both of Harris and Elbit to terminate the
definitive agreement between them that provides for the
Divestiture; the outcome of any legal proceedings that may be
instituted against Harris, L3, Elbit or their respective directors;
the ability to obtain regulatory approvals and satisfy other
closing conditions to the Merger or to the Divestiture in a timely
manner or at all, including the risk that regulatory approvals
required for the Merger or the Divestiture are not obtained or are
obtained subject to conditions that are not anticipated; delay in
closing the Merger or the Divestiture; the business, economic and
political conditions in the markets in which Harris, L3 and Elbit
operate; and events beyond Harris’, L3’s and Elbit’s control, such
as acts of terrorism. The foregoing list of risks and uncertainties
that could cause actual results to differ from those described in
forward-looking statements is not exhaustive. Further information
relating to factors that may impact the Harris’ and L3’s results
and forward-looking statements are disclosed in their respective
filings with the SEC.
These forward-looking statements speak only as of the date of
this communication or as of the date they were made, and Harris
does not undertake any obligation to update forward-looking
statements. For a more detailed discussion of these factors, also
see the information under the captions “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in Harris’ and L3’s most recent reports on
Form 10-K for the years ended June 29, 2018 and December 31, 2018,
respectively, and any material updates to these factors contained
in any of Harris’ and L3’s subsequent and future filings.
As for the forward-looking statements that relate to future
financial results and other projections, actual results will be
different due to the inherent uncertainties of estimates, forecasts
and projections and may be better or worse than projected and such
differences could be material. Annualized, pro forma, projected and
estimated numbers are used for illustrative purpose only, are not
forecasts and may not reflect actual results. Given these
uncertainties, persons receiving this communication should not
place any reliance on these forward-looking statements.
Advisors
Morgan Stanley & Co. LLC is acting as financial advisor to
Harris and Sullivan & Cromwell LLP is serving as legal counsel.
Jefferies LLC is acting as financial advisor to Elbit Systems of
America and Covington & Burling LLP is serving as legal
counsel.
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version on businesswire.com: https://www.businesswire.com/news/home/20190405005072/en/
Jim BurkeHarris
Corporationjim.burke@harris.com321-727-9131
Elbit Systems (NASDAQ:ESLT)
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