As previously disclosed, on October 12, 2018, L3 Technologies, Inc. (“L3”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Harris Corporation, a Delaware corporation
(“Harris”) and Leopard Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Harris, pursuant to which L3 and Harris have agreed, upon the terms and subject to the conditions set forth in the Merger Agreement, to effect an
all-stock merger (the “Merger”). The consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including, among others, receipt of antitrust clearance, or the making of advisable filings, in the United States and
certain other jurisdictions.
With respect to the United States, the consummation of the Merger is conditioned on the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the “HSR Act”). On November 9, 2018, L3 and Harris each filed a Notification and Report Form under the HSR Act (an “HSR Notification”) with the U.S. Federal Trade Commission and the U.S. Department of Justice (the “DOJ”). Harris voluntarily
withdrew its HSR Notification effective as of December 10, 2018 and re-filed its HSR Notification on December 11, 2018.
As part of the DOJ’s review of the Merger, L3 and Harris each received on January 10, 2019 a request for additional information and documentary materials (the “Second Request”) from the DOJ, which
extended the waiting period under the HSR Act until 30 days after both L3 and Harris had complied with the Second Request or such later time as the parties agreed with the DOJ, unless the waiting period was terminated earlier.
On June 20, 2019, L3 and Harris entered into an agreement with the Department of Justice to hold separate and preserve Harris’ Night Vision business and refrain from taking any action that would
jeopardize, delay, or impede the sale of the business (the “Hold Separate Stipulation and Order”). Aside from the divestiture of Harris’ Night Vision business and associated Hold Separate Stipulation and Order and proposed final judgment, the
Department of Justice is requiring no further remedies as a condition to allowing the Merger to close.
With respect to antitrust clearance in certain of the other jurisdictions, on June 20, 2019, the Canadian Competition Bureau issued
a no action letter confirming that it will not challenge the Merger, subject to implementation of the Hold Separate Stipulation and Order and proposed final judgment and divestiture of Harris’ Night Vision business; and on June 21, 2019, the
European Commission and the Turkish competition authority each cleared the Merger, subject to Harris’ commitments to divest its Night Vision business.
As a result of the foregoing and earlier developments related to receipt of antitrust clearance, or the making of advisable filings, in the United States and certain other jurisdictions, on June
21, 2019, L3 and Harris jointly issued a press release announcing that they have received the necessary regulatory approvals for the Merger and have set a closing date of June 29, 2019. The closing of the Merger remains subject to satisfaction of
customary closing conditions.
Copies of the joint press release and the Hold Separate Stipulation and Order, with the proposed final judgment as Exhibit A thereto, are attached hereto as Exhibit 99.1 and Exhibit 99.2,
respectively, and are hereby incorporated by reference herein.
Harris previously announced that it had entered into a definitive agreement with Elbit Systems of America, LLC (“ESA”), a subsidiary of Elbit Systems Ltd., on April 5, 2019 under which Harris
agreed to sell its Night Vision business to ESA for $350 million in cash, conditioned upon the completion of the Merger, regulatory approvals and customary closing conditions.