8-KOther Events

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Corporate Update (May 22, 2015)

Filed May 22, 2015For Securities:LHX

Summary

This 8-K filing from Harris Corporation (now L3Harris Technologies) on May 22, 2015, primarily serves to update investors on the progress of its previously announced merger with Exelis Inc. The key takeaway is the significant advancement towards closing the deal, with two major conditions now met. First, Harris received notification that the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act has been terminated, clearing a significant regulatory hurdle. Second, Exelis shareholders overwhelmingly approved the merger agreement, demonstrating strong support for the transaction. These developments bring the merger significantly closer to completion, with an expected closing date of May 29, 2015. Investors should view this as a positive step, indicating that the integration of the two companies is on track. While customary closing conditions still need to be met, the satisfaction of these material conditions reduces uncertainty and provides greater clarity on the future structure of Harris Corporation.

Key Highlights

  • 1Harris Corporation received termination of the Hart-Scott-Rodino (HSR) Act waiting period from the Department of Justice on May 21, 2015, removing a key antitrust regulatory obstacle.
  • 2Exelis Inc. shareholders approved the Merger Agreement by a significant margin (over 97% of votes cast, representing over 79% of outstanding shares) on May 22, 2015.
  • 3The satisfaction of the HSR Act waiting period and Exelis shareholder approval are two critical final conditions to the merger.
  • 4The anticipated closing date for the merger between Harris and Exelis is now set for May 29, 2015, subject to remaining customary closing conditions.
  • 5This filing provides a material update on the progress and expected timeline for the previously announced merger, reducing uncertainty for investors.
  • 6The merger is proceeding as expected, with strong shareholder support from the target company, Exelis.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors that two critical conditions for the merger between Harris Corporation and Exelis Inc. have been satisfied: the termination of the HSR Act waiting period and the approval of the merger agreement by Exelis shareholders. It also provides an updated expected closing date.

Yes, the merger agreement has been approved by the shareholders of Exelis, with a very high percentage of votes in favor. Additionally, the necessary antitrust waiting period under the HSR Act has been terminated by the Department of Justice.

Harris and Exelis now expect the merger to close on May 29, 2015, provided that all remaining customary closing conditions are met.

The filing states that the merger is subject to 'remaining customary closing conditions'. While not explicitly detailed in this specific filing, these typically include things like obtaining any other necessary regulatory approvals not covered by HSR, and ensuring representations and warranties remain true at the closing.