Rockwell Collins' Shareowners Vote Strongly in Favor of B/E Aerospace Acquisition
09 Março 2017 - 4:00PM
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 CollinsRockwell 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 AerospaceB/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 SolicitationThis 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 ItThe 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 StatementThis 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170309006147/en/
Rockwell CollinsInvestor Contact:Ryan Miller,
319-295-7575investorrelations@rockwellcollins.comorMedia
Contacts:Pam Tvrdy+1-319-295-0591 office+1-319-431-0951
mobilepam.tvrdy@rockwellcollins.comorJosh Baynes+1-319-491-5796
mobile+1-319-263-9132 officejosh.baynes@rockwellcollins.com
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