CEDAR RAPIDS, Iowa--(BUSINESS WIRE)--Rockwell Collins, Inc. (NYSE: COL) announced that today its shareowners strongly approved the issuance of Rockwell Collins common stock needed to complete its acquisition of B/E Aerospace (NASDAQ: BEAV).
“Our shareowners demonstrated clear and overwhelming support with more than 90 percent of the votes cast at our special meeting voting in support of our acquisition of B/E Aerospace,” said Kelly Ortberg, Rockwell Collins’ chairman, president and CEO. “We see tremendous prospects for our combined company, and look forward to bringing new capabilities to our customers and new strategies to accelerate growth with this transformative transaction.”
The acquisition is expected to close later this spring upon completion of all requisite regulatory approvals and other customary closing conditions.
A full description of the proposed merger is included in the proxy statement for the special meeting, which is available through the Securities and Exchange Commission website at www.sec.gov or on the Investor Relations section of www.rockwellcollins.com.
About Rockwell Collins
Rockwell Collins (NYSE: COL) is a
pioneer in the development and deployment of innovative aviation and
high-integrity solutions for both commercial and government
applications. Our expertise in flight deck avionics, cabin electronics,
mission communications, simulation and training, and information
management is delivered by a global workforce, and a service and support
network that crosses more than 150 countries. To find out more, please
visit www.rockwellcollins.com.
About B/E Aerospace
B/E Aerospace (NASDAQ: BEAV) is the
world’s leading manufacturer of aircraft cabin interior products. B/E
Aerospace designs, develops and manufactures a broad range of products
for both commercial aircraft and business jets. B/E Aerospace
manufactured products include aircraft cabin seating, lighting systems,
oxygen systems, food and beverage preparation and storage equipment,
galley systems, and modular lavatory systems. B/E Aerospace also
provides cabin interior reconfiguration, program management and
certification services. B/E Aerospace sells and supports its products
through its own global direct sales and product support organization.
For more information, visit the B/E Aerospace website at www.beaerospace.com.
No Offer or Solicitation
This communication is not intended
to and does not constitute an offer to subscribe for, buy or sell, the
solicitation of an offer to subscribe for, buy or sell or an invitation
to subscribe for, buy or sell any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to or in connection with
the proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with applicable law.
Additional Information and Where to Find It
The proposed
transaction involving Rockwell Collins and B/E Aerospace was submitted
to the respective stockholders of Rockwell Collins and B/E Aerospace for
their consideration. In connection with the proposed transaction,
Rockwell Collins filed a registration statement on Form S-4 with the SEC
that included a joint proxy statement/prospectus for the stockholders of
Rockwell Collins and B/E Aerospace. The registration statement was
declared effective by the SEC on February 3, 2017, and a definitive
joint proxy statement/prospectus has been filed with the SEC on February
3, 2017. Each of Rockwell Collins and B/E Aerospace mailed the
definitive joint proxy statement/prospectus to their respective
stockholders and, may file other documents regarding the transaction
with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY
AND IN THEIR ENTIRETY THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS,
ANY AMENDMENTS OR SUPPLEMENTS TO THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED BY ROCKWELL COLLINS OR
B/E AEROSPACE WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION,
BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION. Investors and
security holders are able to obtain free copies of the definitive joint
proxy statement/prospectus and other documents filed with the SEC by
Rockwell Collins and/or B/E Aerospace through the website maintained by
the SEC at www.sec.gov.
Investors and security holders are also able to obtain free copies of
the documents filed by Rockwell Collins with the SEC on Rockwell
Collins’ internet website at http://www.rockwellcollins.com
or by contacting Rockwell Collins’ Investor Relations at Rockwell
Collins, 400 Collins Rd. NE, Cedar Rapids, IA 52498 or by calling (319)
295-7575. Investors and security holders are also able to obtain free
copies of the documents filed by B/E Aerospace with the SEC on B/E
Aerospace’s internet website at http://www.beaerospace.com
or by contacting B/E Aerospace’s Investor Relations at B/E Aerospace,
Inc., 1400 Corporate Center Way, Wellington, FL or by calling (561)
791-5000.
Safe Harbor Statement
This press release contains
statements, including statements regarding certain projections, business
trends, and the proposed acquisition of B/E Aerospace 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 risk that one or more closing conditions to
the acquisition of B/E Aerospace, including certain regulatory
approvals, may not be satisfied or waived, on a timely basis or
otherwise, including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the proposed
transaction, may require conditions, limitations or restrictions in
connection with such approvals; risk of unexpected costs, charges or
expenses resulting from the proposed acquisition of B/E Aerospace;
uncertainty of the expected financial performance of the combined
company following completion of the proposed acquisition of B/E
Aerospace; failure to realize the anticipated benefits of the proposed
acquisition of B/E Aerospace, including as a result of delay in
completing the proposed transaction or integrating the businesses of
Rockwell Collins and B/E Aerospace; risk to the ability of the combined
company to implement its business strategy; risk of an occurrence of any
event that could give rise to termination of the merger agreement; risk
that stockholder litigation in connection with the proposed transaction
may affect the timing or occurrence of the contemplated merger or result
in significant costs of defense, indemnification and liability as well
as other risks and uncertainties, including but not limited to those
detailed herein and from time to time in our Securities and Exchange
Commission filings. These forward-looking statements are made only as of
the date hereof and the company assumes no obligation to update any
forward-looking statement.
