Attached files
file | filename |
---|---|
EX-2.1 - EX-2.1 - GOODRICH CORP | c66233exv2w1.htm |
8-K - FORM 8-K - GOODRICH CORP | c66233e8vk.htm |
Exhibit 99.1
News Release
For Immediate Release
United Technologies to Acquire Goodrich Corporation
| Complements and strengthens position in aerospace and defense industry |
HARTFORD, Conn. and CHARLOTTE, N.C., Sept. 21, 2011 /PRNewswire/ United Technologies Corp.
(NYSE: UTX) today announced it has reached agreement to purchase Goodrich Corporation (NYSE: GR)
for $127.50 per share in cash. This equates to a total enterprise value of $18.4 billion, including
$1.9 billion in net debt assumed. United Technologies expects to finance the transaction through a
combination of debt and equity issuance. The equity component is expected to approximate 25 percent
of the total. The closing is subject to customary closing conditions, including regulatory and
Goodrich shareholder approvals.
Following completion of the transaction, United Technologies is expected to have worldwide sales of
approximately $66 billion based on projected 2011 results. The combined companys increased scale,
financial strength and complementary products will strengthen United Technologies position in the
aerospace and defense industry.
Goodrich is a global supplier of systems and services to the aerospace and defense industry. Its
products include aircraft landing gear, aircraft wheels and brakes. Goodrich, with estimated 2011
sales of $8 billion, serves a global customer base with 27,000 employees worldwide.
Goodrich delivers on all of our acquisition criteria. It is strategic to our core, has great
technology and people, and strengthens our position in growth markets, said United Technologies
Chairman and Chief Executive Officer Louis Chenevert. We are very excited to bring the
capabilities of two great companies together, making us more competitive and better able to provide
value to both customers and shareholders.
We are extremely pleased to have an agreement with United Technologies that delivers immediate
cash value to our shareholders at a premium that reflects the strength of our business, said
Marshall Larsen, Chairman, President and Chief Executive Officer of Goodrich. Our combination with
United Technologies is a testament to our employees and will enable us to shape the future of
aerospace through continued innovation, increased global scale and the best talent in the industry.
Importantly, United Technologies has a similar culture of mutual trust and respect, accountability
and teamwork. Goodrichs long and proud history will enter a new chapter as part of United
Technologies.
Goodrich is well positioned for future growth based on its increased content on leading new
commercial and military aircraft. The companys broad position across many platforms, combined with
increased air-framer production rates, will drive sustainable long-term aftermarket growth. United
Technologies expects the transaction will be accretive to earnings in the second year.
Goodrich is a great business with a solid product portfolio and significant aftermarket sales that
complement UTCs existing aerospace presence, Chenevert said. This acquisition further
strengthens our position in the growing commercial aerospace market and enhances our ability to
support our customers with more integrated systems.
Larsen, now Chairman, President and Chief Executive Officer of Goodrich, will become Chairman and
Chief Executive Officer of a combined UTC Aerospace Systems business unit. The senior leadership
team of the combined business will be located in Charlotte, N.C.
United Technologies today also reaffirmed its expectations for 2011 revenues of approximately $58
billion, earnings per share in the range of $5.35 to $5.45, and cash flow from operations less
capital expenditures equal to or in excess of net income attributable to common shareowners.
J.P. Morgan and Goldman, Sachs & Co. are acting as financial advisors to United Technologies.
Wachtell, Lipton, Rosen & Katz is serving as legal advisor to United Technologies. Credit Suisse
Securities (USA) LLC and Citi are acting as financial advisors and Jones Day is acting as legal
advisor to Goodrich.
CONFERENCE CALL
United Technologies will hold a conference call with financial analysts to discuss this
announcement beginning at 8:30 a.m. ET Thursday, Sept. 22. Analysts should call (866) 582-8907 in
the U.S. or (707) 287-9365 internationally at least 15 minutes prior to the scheduled start. The
presentation will be webcast at www.utc.com, and a recording will be archived on the website. A
slideshow accompanying the presentation will be posted to www.utc.com prior to the call. For a
replay, dial (855) 859-2056 in the U.S. or (404) 537-3406 internationally. At the prompt for a
conference ID number, enter 12882625.
United Technologies Corp., based in Hartford, Connecticut, is a diversified company providing high
technology products and services to the global aerospace and building industries. UTCs products
include Pratt & Whitney aircraft engines, Sikorsky helicopters, Carrier heating, air conditioning
and refrigeration systems, Hamilton Sundstrand aerospace systems and industrial products, Otis
elevators and escalators, UTC Fire & Security systems and UTC Power fuel cells.
Goodrich Corporation, a Fortune 500 company, is a global supplier of systems and services to
aerospace, defense and homeland security markets. With one of the most strategically diversified
portfolios of products in the industry, Goodrich serves a global customer base with significant
worldwide manufacturing and service facilities. For more information, visit www.goodrich.com.
This release includes forward looking statements concerning the proposed transaction, its
financial and business impact, managements beliefs and objectives with respect thereto, and
managements current expectations 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, confident
and other words of similar meaning in connection with a discussion of future operating or financial
performance. It is uncertain whether the events anticipated will transpire, or if they do occur
what impact they will have on the results of operations and financial condition of UTC and of the
combined companies. These forward looking statements involve significant risks and uncertainties
that could cause actual results to differ materially from those anticipated, including but not
limited to the ability of the parties to satisfy the conditions precedent and consummate the
proposed transaction, the timing or consummation of the proposed transaction, the ability of the
parties to secure regulatory approvals in a timely manner or on the terms desired or anticipated,
the ability of UTC to integrate the acquired operations, the ability to implement the anticipated
business plans following closing and achieve anticipated benefits and savings, and the ability to
realize opportunities for growth and innovation. Other important economic, political, regulatory,
legal, technological, competitive and other uncertainties are identified in the SEC filings
submitted by UTC and Goodrich from time to time, including their respective Quarterly Reports on
Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K. The forward looking
statements included in this press release are made only as of the date hereof. Neither UTC nor
Goodrich undertakes any obligation to update the forward looking statements to reflect subsequent
events or circumstances.
###
Additional Information
In connection with the proposed transaction, the Company will file a proxy statement with the SEC.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE COMPANY. You will be able to obtain
the proxy statement, as well as other filings containing information about the Company, free of
charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy statement and
other filings made by the Company with the SEC can also be obtained, free of charge, by directing a
request to Goodrich Corporation, Four Coliseum Centre, 2730 West Tyvola Road, Charlotte, North
Carolina 28217, c/o Secretary.
Participants in the Solicitation
The Company and its directors and officers may be deemed to be participants in the solicitation of
proxies from the Companys shareholders with respect to the special meeting of shareholders that
will be held to consider the proposed transaction. Information about the Companys directors and
officers and their ownership of the Companys common stock is set forth in its Form 10-K which was
filed with the SEC on February 15, 2011 and the proxy statement for the Companys Annual Meeting of
shareholders, which was filed with the SEC on March 10, 2011. Shareholders may obtain additional
information regarding the interests of the Company and its directors and executive officers in the
proposed transaction, which may be different than those of the Companys shareholders generally, by
reading the proxy statement and other relevant documents regarding the proposed transaction, when
filed with the SEC.