Rockwell Collins, Inc. (NYSE: COL) (“Rockwell Collins”) announced that today its shareowners overwhelmingly approved the proposed acquisition of Rockwell Collins by United Technologies Corp. (NYSE:UTX) (“UTC”). More than 96 percent of all votes cast, representing more than 72 percent of all shares of common stock outstanding on the record date for the special meeting, were in favor of the transaction.
Upon satisfaction of required regulatory and other customary closing conditions, Rockwell Collins will be combined with UTC Aerospace Systems to create a new United Technologies business called Collins Aerospace Systems. The proposed transaction is expected to close by the third quarter of 2018.
“Shareowners have made clear their support for this acquisition, bringing it one step closer to reality,” said Kelly Ortberg, Rockwell Collins’ Chairman, President and CEO. “As Collins Aerospace, we’ll be a stronger company, with attractive aerospace product and service portfolios, and ultimately, better positioned for long-term success.”
A full description of the proposed transaction is included in the proxy statement for the special meeting available through the Securities and Exchange Commission website at www.sec.gov or on the Investor Relations section of www.rockwellcollins.com.
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.
About Rockwell Collins
Rockwell Collins (NYSE: COL) is a
leader in aviation and high-integrity solutions for commercial and
military customers around the world. Every day we help pilots safely and
reliably navigate to the far corners of the earth; keep warfighters
aware and informed in battle; deliver millions of messages for airlines
and airports; and help passengers stay connected and comfortable
throughout their journey. As experts in flight deck avionics, cabin
electronics, cabin interiors, information management, mission
communications, and simulation and training, we offer a comprehensive
portfolio of products and services that can transform our customers’
futures. To find out more, please visit www.rockwellcollins.com.
Additional Information
In connection with the proposed
transaction, United Technologies has filed a registration statement on
Form S-4 (File No. 333-220883), which includes a prospectus of United
Technologies and a proxy statement of Rockwell Collins (the "proxy
statement/prospectus"), and each party will file other documents
regarding the proposed transaction with the SEC. The proxy
statement/prospectus was declared effective by the SEC and was mailed to
Rockwell Collins shareowners. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS
AND SUPPLEMENTS FILED THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain the proxy
statement/prospectus free of charge from the SEC's website or from
United Technologies or Rockwell Collins. The documents filed by United
Technologies with the SEC may be obtained free of charge at United
Technologies' 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 United
Technologies 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 Rockwell Collins with the SEC may be obtained
free of charge at Rockwell Collins' website at www.rockwellcollins.com
or at the SEC's website at www.sec.gov.
These documents may also be obtained free of charge from Rockwell
Collins by requesting them by mail at Investor Relations, 400 Collins
Road NE, Cedar Rapids, Iowa 52498, or by telephone at
1-319-295-7575.
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.
Safe Harbor Statement
This press release contains
statements, including statements regarding the proposed acquisition of
Rockwell Collins by United Technologies, that are forward-looking
statements as defined in the Private Securities Litigation Reform Act of
1995. Actual results may differ materially from those projected as a
result of certain risks and uncertainties, including but not limited to:
the ability of Rockwell Collins and United Technologies to receive the
required regulatory approvals for the proposed acquisition of Rockwell
Collins by United Technologies (and the risk that such approvals may
result in the imposition of conditions that could adversely affect the
combined company or the expected benefits of the transaction) and to
satisfy the other conditions to the closing of the transaction on a
timely basis or at all; the occurrence of events that may give rise to a
right of one or both of the parties to terminate the merger agreement;
negative effects of the announcement or the consummation of the
transaction on the market price of United Technologies' and/or Rockwell
Collins' common stock and/or on their respective businesses, financial
conditions, results of operations and financial performance; risks
relating to the value of the United Technologies' shares to be issued in
the transaction, significant transaction costs and/or unknown
liabilities; the possibility that the anticipated benefits from the
proposed transaction cannot be realized in full or at all or may take
longer to realize than expected; risks associated with third party
contracts containing consent and/or other provisions that may be
triggered by the proposed transaction; risks associated with
transaction-related litigation; the possibility that costs or
difficulties related to the integration of Rockwell Collins' operations
with those of United Technologies will be greater than expected; the
outcome of legally required consultation with employees, their works
councils or other employee representatives; and the ability of Rockwell
Collins and the combined company to retain and hire key personnel. There
can be no assurance that the proposed acquisition 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 United Technologies and
Rockwell Collins on Forms 10-K, 10-Q and 8-K filed with or furnished to
the SEC from time to time. These forward-looking statements are made
only as of the date hereof and the company assumes no obligation to
update any forward-looking statement.
View source version on businesswire.com: http://www.businesswire.com/news/home/20180111005639/en/
Contacts:
Investor Contact:
Adam Palmer
+1-319-491-2547
mobile
+1-319-295-8684 office
adam.palmer@rockwellcollins.com
or
Media
Contact:
Josh Baynes
+1-319-491-5796 mobile
+1-319-263-9132
office
josh.baynes@rockwellcollins.com
Follow
us on Twitter: @RockwellCollins