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22 May 15. Exelis shareholders approve acquisition by Harris Corporation. Exelis Inc. (NYSE: XLS) announced that its shareholders approved the merger agreement providing for the acquisition of Exelis by 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 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 Exelis common 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,” said Exelis 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.”
BATTLESPACE Comment: Exelis and Harris exhibited at SOFIC this week. What is clear is that the Exelis name will disappear and all sectors and products will be branded Harris. This gives Harris a strong position across the whole C4ISTAR scenario from radios thru night visions to EW pods. It is the end of an era for the Editor who worked for ITT in 1992 and has gained huge support from ITT and then Exelis since starting BATTLSEPACE in 1998. We thank Exelis for their support and look forward to reinforcing or relationship with Harris. The merger will bolster Harris’s UK footprint which diminished post-Bowman and pout the company into a strong position to participate in a major way in Morpheus. Expect more at DSEI!
22 May 15. Pall Corporation (PLL) reported financial results for the third quarter of fiscal year 2015 which ended April 30, 2015.
* Sales in the quarter were flat; up 11% in local currency
* Diluted EPS in the quarter of $0.89 up 11%; pro forma diluted EPS of $0.92, up 14%
* Free cash flow in the nine months of $321m, up 10%
Third Quarter and Nine Months Sales and Earnings Overview
Third quarter sales were $681.1m compared to $682.4m last year. Sales in local currency (“LC”) were up 11%, and about 9% excluding acquisitions. Diluted EPS were $0.89 in the quarter, compared to $0.80 last year. Pro forma diluted EPS(1) were $0.92, a 14% increase compared to $0.81 a year earlier, including a headwind of approximately $0.15 from foreign currency translation. Excluding the impact of foreign currency translation, pro forma diluted EPS increased by 32%.
Sales in the nine months were $2.1bn, an increase of 3% year over year. Sales in LC were up 10%, and about 7% excluding acquisitions. Diluted EPS were $2.47 in the nine months, compared to $2.17 last year. Pro forma diluted EPS(1) were $2.69, a 15% increase compared to $2.33 a year earlier, including a headwind of approximately $0.30 from foreign currency translation.
Larry Kingsley, Pall