MELBOURNE, Fla./LOWELL, Mass., April 16,
2009 — Harris Corporation (NYSE:HRS), an international
communications and information technology company, has signed a
definitive agreement to acquire the Tyco Electronics Wireless
Systems business (formerly known as Harris RF Communications Division), an established
provider of mission-critical wireless communications systems for law
enforcement, fire and rescue, and public service organizations.
Tyco Electronics Wireless Systems, a business
segment of Tyco Electronics Ltd. (NYSE:TEL; BSX:TEL), was formed in
1999 and grew through the acquisition of ComNet Ericsson in 2001 to
create Tyco Electronics Wireless Systems ("Wireless Systems").
Wireless Systems will be combined with the Harris RF Communications
business segment, creating a dynamic new organization that will
provide end-to-end wireless network solutions to the growing $9
billion global land mobile radio systems market.
"The combination of RF Communications and Wireless
Systems creates a powerful supplier in the global land mobile radio
systems market," said Howard L. Lance, chairman, president and CEO
of Harris. "With an 80-year heritage in providing communications for
the public safety market, Wireless Systems has established a large
installed customer base, extensive domain knowledge, and
well-developed sales channels, which serve the federal, state, and
local public safety markets. Wireless Systems provides complete
end-to-end infrastructure solutions, including IP-based voice and
data networks, which support multiple platforms and provide
interoperability among disparate systems. Harris RF Communications
offers industry-leading radio technology, including the latest in
software-defined multiband radios for interoperability and
upgradeability, high-level encryption capable of supporting top
secret communications, and digital waveform technology. In addition,
Harris brings to the new partnership access to well-established
business channels for the Department of Defense, U.S. federal
agencies, and international customers."
Under the definitive agreement, Harris will
purchase the Wireless Systems assets of Tyco Electronics for $675
million in cash, subject to post-closing adjustments. The goodwill
arising on completion of the acquisition will be an allowable tax
expense with an estimated net present value of $60 million,
resulting in an effective purchase price of $615 million. The
transaction excludes the State of New York wireless network contract
awarded to Wireless Systems in December 2004. Wireless Systems'
revenue for the fiscal year ending September 26, 2008, was $463
million, and earnings before interest, taxes, depreciation and
amortization (EBITDA) was $86 million. The acquisition is expected
to be slightly accretive to Harris earnings in fiscal 2010,
excluding acquisition-related charges, and a significant contributor
to earnings in fiscal 2011 and fiscal 2012. Morgan Stanley acted as
the financial advisor to Harris, while Jones Day provided legal
advice.
Wireless Systems is headquartered in Lowell,
Massachusetts, with product development and manufacturing facilities
in Lynchburg, Virginia, and has approximately 1,150 employees,
including 500 engineers and scientists. Principal end-markets for
the business include public safety and public service, federal
government, transit and transportation, and utilities. End-to-end
solutions include network systems and software solutions; mobile and
portable radio equipment; broadband WiMAX products for high
speed-data applications; and operations, service and maintenance.
The business is a key player in the wireless communications
standards process, successfully driving its products to open
standards in both U.S. and international markets, including the
next-generation digital APCO P25 standard.
Wireless Systems will operate as a business unit
under the Harris RF Communications segment, headquartered in
Rochester, New York. Chuck Dougherty will continue to serve as
president of Wireless Systems and will report to Dana Mehnert,
president of RF Communications.
"This acquisition greatly accelerates our entry
into the land mobile radio systems market and creates a significant
opportunity for growth in both North American and international
markets," said Mehnert. "Complementary distribution channels will
provide Harris with immediate access to state and local government
markets for our new Unity™ family of multiband radios and will
expand the reach for Wireless Systems infrastructure and single-band
radios to the Department of Defense, U.S. federal agencies, and
international customers. We look forward to delivering a new level
of capability and value and bringing industry-leading customer
service and support to this market by leveraging the nationwide
Harris IT Services workforce."
"Reliable, secure voice and data communications
are essential to first responders and government agencies entrusted
with ensuring the public's health and safety," said Dougherty. "We
have successfully deployed over 500 systems worldwide. Integrating
our products, systems, technologies and market channels with Harris
will allow our combined businesses to bridge the interoperability
gap and unite public safety responders at all levels of state, local
and federal government."
Harris will finance the acquisition with a
combination of existing cash balances, borrowings available under
its $750 million revolving credit facility, and long-term debt. The
acquisition, which is subject to customary regulatory reviews and
closing conditions, is expected to close prior to the Harris fiscal
2009 year end on July 3, 2009.
Harris will host a conference call at 5 p.m.
ET today to discuss the acquisition of Wireless Systems. The dial-in
number for the teleconference is (913) 312-0666 and the access code
is 3263402. Please allow at least 10 minutes prior to the scheduled
start time to connect to the teleconference. Participants are
encouraged to listen via web cast, which will be broadcast live at