WALTHAM, Mass. and FARMINGTON, Conn., March 30, 2020 /PRNewswire/ -- Raytheon
Company (NYSE: RTN) and United Technologies Corporation (NYSE: UTX)
announced that they have received the necessary regulatory
approvals for their all-stock merger of equals and expect to close
the merger prior to the opening of trading on the New York Stock
Exchange (NYSE) on Friday, April 3,
2020, the distribution date for United Technologies'
spin-offs of Carrier and Otis.
Upon the closing of the merger, United Technologies will be
renamed Raytheon Technologies Corporation, and its common stock
will trade on the NYSE under the ticker symbol "RTX." The last full
day of trading in the shares of Raytheon Company is expected to be
Thursday, April 2, 2020, and upon the
closing of the merger on Friday, April 3,
2020, each share of Raytheon Company common stock will be
converted into the right to receive 2.3348 Raytheon Technologies
shares. The first day of trading for Raytheon Technologies shares
is expected to be Friday, April 3,
2020.
"We are pleased to have received all the necessary regulatory
approvals, which clears the way for the successful completion of
our merger of equals," said Tom
Kennedy, Raytheon Chairman and CEO. "We are more than just
two businesses coming together – Raytheon Technologies will be
uniquely positioned to deliver advanced and innovative solutions to
our customers while delivering significant value to
shareowners."
"We are excited about the future of Raytheon
Technologies. I am exceptionally proud to lead this new
organization and the talented people who serve our nation, its
allies and our commercial aerospace customers so well," said
Greg Hayes, United Technologies
Chairman and CEO. "I also want to thank both the Raytheon and
UTC teams who have worked tirelessly to complete the merger and
integration work and to stand up both Carrier and Otis as independent public companies, creating
three world class organizations."
The regulatory process requires the divestitures of Raytheon's
military airborne radios business and United Technologies' military
Global Positioning System (GPS) and Space Optical Systems
businesses, which are all expected to be completed following the
merger.
Immediately prior to the closing of the merger, United
Technologies will effect the separations of its Otis and Carrier businesses into separate
publicly-traded companies. Carrier will trade under the ticker
symbol "CARR" on the NYSE and Otis
will trade under the ticker symbol "OTIS" on the NYSE. United Technologies
shareowners will receive 0.5 of a share of Otis and 1 share of Carrier for each share of
United Technologies common stock held as of 5:00 p.m. EDT on March 19,
2020, the record date for the distributions.
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 press release 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 with Raytheon 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 with Raytheon, 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, pandemic health issues and natural
disasters, and 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 with
Raytheon 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 any indebtedness incurred in connection
with the proposed merger with Raytheon 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
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 risk that the imposition of
conditions in connection with the required regulatory approvals for
the proposed merger could adversely affect the combined company or
the expected benefits of the transaction and the ability of the
parties 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 UTC or Raytheon to terminate the
merger agreement; (20) risks relating to the value of the UTC
shares to be issued in the proposed merger with Raytheon,
significant transaction costs and/or unknown liabilities;
(21) the possibility that the anticipated benefits from the
proposed merger with Raytheon 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) risks associated with 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, on February 7,
2020, Carrier Global Corporation and Otis Worldwide
Corporation publicly filed their respective registration statements
on Form 10, which were subsequently amended and declared effective
by the SEC (the "Form 10s"). INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND FORM 10S 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, with respect to the joint proxy statement/prospectus, from
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.
UTC Contact: Michele Quintaglie,
(860) 493-4364
RTN Contact: Chris Johnson, (202)
384-2474
View original
content:http://www.prnewswire.com/news-releases/raytheon-and-united-technologies-obtain-all-regulatory-approvals-to-close-merger-of-equals-301031434.html
SOURCE United Technologies Corp.
