FARMINGTON, Conn., Nov. 23, 2018 /PRNewswire/ -- United
Technologies Corp. (NYSE: UTX) today announced that it has received
the final regulatory approval needed to close its acquisition of
Rockwell Collins, Inc. (NYSE: COL).
Today's conclusion of the regulatory review by China's State Administration for Market
Regulation clears the way for United Technologies to proceed with
the proposed acquisition announced on September 4, 2017. The acquisition is expected to
close within three business days.
United Technologies Corp., based in Farmington,
Connecticut, provides
high-technology systems 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. To learn more about UTC, visit
the website or follow the company on
Twitter: @UTC
Cautionary Statement
This press release contains statements which, to the extent they
are not statements of historical or present fact, constitute
"forward-looking statements" under the securities laws. From time
to time, oral or written forward-looking statements may also be
included in other information released to the public. These
forward-looking statements are intended to provide management's
current expectations or plans for our future operating and
financial performance, based on assumptions currently believed to
be valid. Forward-looking statements can be identified by the use
of words such as "believe," "expect," "expectations," "plans,"
"strategy," "prospects," "estimate," "project," "target,"
"anticipate," "will," "should," "see," "guidance," "outlook,"
"confident" and other words of similar meaning in connection with a
discussion of future operating or financial performance.
Forward-looking statements may include, among other things,
statements relating to future sales, earnings, cash flow, results
of operations, uses of cash, share repurchases, tax rates and other
measures of financial performance or potential future plans,
strategies or transactions of United Technologies or the combined
company following United Technologies' pending acquisition of
Rockwell Collins, the anticipated benefits of the pending
acquisition, including estimated synergies, the expected timing of
financing and completion of the transaction and other statements
that are not historical facts. All forward-looking statements
involve risks, uncertainties and other factors that may cause
actual results to differ materially from those expressed or implied
in the forward-looking statements. For those statements, we claim
the protection of the safe harbor for forward-looking statements
contained in the U.S. Private Securities Litigation Reform Act of
1995. Such risks, uncertainties and other factors include, without
limitation: (1) the effect of economic conditions in the industries
and markets in which United Technologies and Rockwell Collins
operate in the U.S. and globally and any changes therein, including
financial market conditions, fluctuations in commodity prices,
interest rates and foreign currency exchange rates, levels of end
market demand in construction and in both the commercial and
defense segments of the aerospace industry, levels of air travel,
financial condition of commercial airlines, the impact of weather
conditions and natural disasters and the financial condition of our
customers and suppliers; (2) challenges in the development,
production, delivery, support, performance and realization of the
anticipated benefits of advanced technologies and new products and
services; (3) the scope, nature, impact or timing of the pending
Rockwell Collins acquisition and other acquisition and divestiture
or restructuring activity, including among other things integration
of acquired businesses into United Technologies' existing
businesses and realization of synergies and opportunities for
growth and innovation; (4) future timing and levels of
indebtedness, including indebtedness incurred by United
Technologies in connection with the pending Rockwell Collins
acquisition, and capital spending and research and development
spending, including in connection with the pending Rockwell Collins
acquisition; (5) future availability of credit and factors that may
affect such availability, including credit market conditions and
our capital structure; (6) the timing and scope of future
repurchases of United Technologies' common stock, which may be
suspended at any time due to various factors, including market
conditions and the level of other investing activities and uses of
cash, including in connection with the pending acquisition of
Rockwell Collins; (7) delays and disruption in delivery of
materials and services from suppliers; (8) company and
customer-directed cost reduction efforts and restructuring costs
and savings and other consequences thereof; (9) new business and
investment opportunities; (10) our ability to realize the intended
benefits of organizational changes; (11) the anticipated benefits
of diversification and balance of operations across product lines,
regions and industries; (12) the outcome of legal proceedings,
investigations and other contingencies; (13) pension plan
assumptions and future contributions; (14) the impact of the
negotiation of collective bargaining agreements and labor disputes;
(15) the effect of changes in political conditions in the U.S. and
other countries in which United Technologies and Rockwell Collins
operate, including the effect of changes in U.S. trade policies or
the U.K.'s pending withdrawal from the EU, on general market
conditions, global trade policies and currency exchange rates in
the near term and beyond; (16) the effect of changes in tax
(including U.S. tax reform enacted on December 22, 2017, which is commonly referred to
as the Tax Cuts and Jobs Act of 2017), environmental, regulatory
(including among other things import/export) and other laws and
regulations in the U.S. and other countries in which United
Technologies and Rockwell Collins operate; (17) the ability of
United Technologies and Rockwell Collins to satisfy the conditions
to the closing of the pending acquisition on a timely basis or at
all; (18) the occurrence of events that may give rise to a right of
one or both of United Technologies or Rockwell Collins to terminate
the merger agreement; (19) negative effects of the announcement or
the completion of the merger on the market price of United
Technologies' and/or Rockwell Collins' common stock and/or on their
respective financial performance; (20) risks related to Rockwell
Collins and United Technologies being restricted in their operation
of their businesses while the merger agreement is in effect; (21)
risks relating to the value of the United Technologies' shares to
be issued in connection with the pending Rockwell Collins
acquisition, significant merger costs and/or unknown liabilities;
(22) risks associated with third party contracts containing consent
and/or other provisions that may be triggered by the Rockwell
Collins merger agreement; (23) risks associated with merger-related
litigation; and (24) the ability of United Technologies and
Rockwell Collins, or the combined company, to retain and hire key
personnel. There can be no assurance that United Technologies'
pending acquisition of Rockwell Collins 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 S-4, 10-K, 10-Q and 8-K filed with or
furnished to the SEC from time to time. Any forward-looking
statement speaks only as of the date on which it is made, and
United Technologies and Rockwell Collins assume no obligation to
update or revise such statement, whether as a result of new
information, future events or otherwise, except as required by
applicable law. In addition, in connection with the pending
Rockwell Collins acquisition, UTC has filed a registration
statement, that includes a prospectus from UTC and a proxy
statement from Rockwell Collins, which is effective and contains
important information about UTC, Rockwell Collins, the transaction
and related matters.
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 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.
UTC-IR
Contact:
|
Michele Quintaglie,
UTC
|
|
(415)
269-3160
|
|
|
|
Investor Relations,
UTC
|
|
(860)
728-7608
|
View original
content:http://www.prnewswire.com/news-releases/united-technologies-obtains-final-regulatory-approval-for-rockwell-collins-acquisition-300754758.html
SOURCE United Technologies Corp.