B/E Aerospace, Inc. (NASDAQ: BEAV), the world’s leading
manufacturer of aircraft cabin interior products, today announced
that B/E Aerospace stockholders voted in favor of the proposal to
adopt the previously announced Agreement and Plan of Merger, dated
October 23, 2016 (the “Merger Agreement”), by and among B/E
Aerospace and Rockwell Collins, Inc. (NYSE:COL) at a special
meeting of stockholders held on March 9, 2017 at the Hilton Palm
Beach Airport in West Palm Beach, Florida.
At the special meeting, approximately 99% of all votes cast,
which represents approximately 79% of all outstanding shares on
January 18, 2017, the record date for the special meeting, were
voted in favor of the proposal to adopt the Merger Agreement.
Under the terms of the Merger Agreement, each share of B/E
Aerospace common stock issued and outstanding immediately prior to
the effective time of the merger will be canceled and automatically
converted into the right to receive $34.10 in cash, without
interest, and 0.3101 of a share of Rockwell Collins common stock,
subject to a 7.5% collar. Based upon Rockwell Collins closing price
of $97.65 on March 8, 2017, the total implied value for each B/E
Aerospace share is $64.38.
The merger is subject to certain additional customary closing
conditions, including receipt of regulatory approvals in certain
jurisdictions. The merger is expected to close during the spring of
2017.
A full description of the proposed merger is included in the
proxy statement for the special meeting, which is available without
charge through the Securities and Exchange Commission website at
www.sec.gov. You may also obtain copies of documents filed by B/E
Aerospace with the SEC on B/E Aerospace’s Internet website at
http://www.beaerospace.com under the tab "Investor Relations," then
under the tab "Reports & SEC Filings.”
About B/E Aerospace, Inc.
B/E Aerospace 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.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking” statements as that
term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended by the Private Securities Litigation Reform Act of 1995,
including statements regarding the proposed acquisition of B/E
Aerospace by Rockwell Collins. All statements, other than
historical facts, including statements regarding the expected
timing of the closing of the proposed transaction; the ability of
the parties to complete the proposed transaction considering the
various closing conditions; the expected benefits of the proposed
transaction such as improved operations, enhanced revenues and cash
flow, growth potential, market profile and financial strength; the
competitive ability and position of the combined company following
completion of the proposed transaction; and any assumptions
underlying any of the foregoing, are forward-looking statements.
Forward-looking statements concern future circumstances and results
and other statements that are not historical facts and are
sometimes identified by the words “may,” “will,” “should,”
“potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,”
“estimate,” “overestimate,” “underestimate,” “believe,” “could,”
“project,” “predict,” “continue,” “target” or other similar words
or expressions. Forward-looking statements are based upon current
plans, estimates and expectations that are subject to risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. The inclusion of
such statements should not be regarded as a representation that
such plans, estimates or expectations will be achieved. Important
factors that could cause actual results to differ materially from
such plans, estimates or expectations include, among others, (1)
that one or more closing conditions to the transaction, 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 or that the required
approval by the stockholders of each of Rockwell Collins and B/E
Aerospace may not be obtained; (2) the risk that the proposed
transaction may not be completed in the time frame expected by
Rockwell Collins or B/E Aerospace, or at all; (3) unexpected costs,
charges or expenses resulting from the proposed transaction; (4)
uncertainty of the expected financial performance of the combined
company following completion of the proposed transaction; (5)
failure to realize the anticipated benefits of the proposed
transaction, including as a result of delay in completing the
proposed transaction or integrating the businesses of Rockwell
Collins and B/E Aerospace; (6) the ability of the combined company
to implement its business strategy; (7) difficulties and delays in
achieving synergies and cost savings of the combined company; (8)
inability to retain and hire key personnel; (9) the occurrence of
any event that could give rise to termination of the proposed
transaction; (10) the 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; (11) evolving
legal, regulatory and tax regimes; (12) changes in general economic
and/or industry specific conditions; and (13) other risk factors as
detailed from time to time in Rockwell Collins’ and B/E Aerospace’s
reports filed with the SEC, including Rockwell Collins’ and B/E
Aerospace’s respective annual reports on Form 10-K, periodic
quarterly reports on Form 10-Q, periodic current reports on Form
8-K and other documents filed with the SEC. Any forward-looking
statements speak only as of the date of this communication. Neither
Rockwell Collins nor B/E Aerospace undertakes any obligation to
update any forward-looking statements, whether as a result of new
information or development, future events or otherwise, except as
required by law. Readers are cautioned not to place undue reliance
on any of these forward-looking statements.
No Offer or Solicitation
This communication is for informational purposes only and 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 that included a joint proxy
statement/prospectus for the stockholders of Rockwell Collins and
B/E Aerospace with the SEC. 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170309006151/en/
B/E Aerospace, Inc.Greg Powell, 561-791-5000 ext. 1450Vice
President, Investor Relations
B/E Aerospace, Inc. (NASDAQ:BEAV)
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