Rockwell Collins' Shareowners Vote Overwhelmingly in Favor of Acquisition by UTC
January 11 2018 - 08:52AM
Business Wire
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 TechnologiesUnited 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 CollinsRockwell 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 InformationIn 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 SolicitationThis 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 StatementThis 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.
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Rockwell CollinsInvestor Contact:Adam
Palmer+1-319-491-2547 mobile+1-319-295-8684
officeadam.palmer@rockwellcollins.comorMedia Contact:Josh
Baynes+1-319-491-5796 mobile+1-319-263-9132
officejosh.baynes@rockwellcollins.comFollow us on Twitter:
@RockwellCollins
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