MCLEAN, Va.—May 22, 2015— Exelis Inc. (NYSE: XLS) announced today that its shareholders approved the merger agreement providing for the acquisition of Exelisby Harris Corporation during its special meeting of shareholders held today. More than 97 percent of the shares voted at the special meeting voted in favor of the transaction, representing more than 79 percent of all outstanding shares of Exelis.
Exelis also announced today that on May 21, 2015, Exelis and Harris received notification that the Department of Justice had terminated the waiting period applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act.
The approval of the merger agreement by Exelis shareholders and the termination of the Hart-Scott-Rodino waiting period were two of the final conditions to the closing of the acquisition.
Exelis and Harris expect the merger to close on May 29, 2015. However, the merger remains subject to the satisfaction of the remaining closing conditions set forth in the merger agreement.
The previously announced merger agreement provides that Exelis shareholders will receive $16.625 in cash and 0.1025 of a share of Harris common stock for each share of Exeliscommon stock. At close, Harris shareholders will own approximately 85 percent of the combined company, and Exelis shareholders will own approximately 15 percent.
“The vote today shows our shareholders understand that together, Harris and Exelis will be better positioned to compete more effectively and profitably in the global marketplace,” saidExelis CEO and President David F. Melcher. “We look forward to the new opportunities for our collective businesses and to bringing existing capabilities into new markets.”
Exelis is a diversified, top-tier global aerospace, defense, information and services company that leverages a greater than 50-year legacy of deep customer knowledge and technical expertise to deliver affordable, mission-critical solutions for global customers. Exelis is a leader in positioning and navigation, sensors, air traffic management solutions, image processing and distribution, communications and information systems; and focused on strategic growth in the areas of critical networks, ISR and analytics, electronic warfare and composite aerostructures. Headquartered in McLean, Virginia, Exelis employs approximately 10,000 people and generated 2014 sales of approximately $3.3 billion. For more information, visit our website at www.exelisinc.com or connect with us on Facebook, Twitter, LinkedIn, and YouTube.
About Harris Corporation
Harris is an international communications and information technology company serving government and commercial markets in more than 125 countries. Headquartered in Melbourne, Florida, the company has approximately $5 billion of annual revenue and about 13,000 employees — including 6,000 engineers and scientists. Harris is dedicated to developing best-in-class assured communications® products, systems, and services. Additional information about Harris Corporation is available at harris.com.