- Strategic acquisition accelerates ITT's plan to grow core, add
adjacencies WHITE PLAINS, N.Y., Sept. 17 /PRNewswire-FirstCall/ --
ITT Corporation (NYSE:ITT) and EDO Corporation (NYSE:EDO), a global
aerospace and defense company, have reached a definitive agreement
for ITT to purchase all outstanding shares of EDO for $56 per share
in cash. Including approximately $120 million of net debt and the
anticipated conversion of convertible notes, this transaction
values EDO at $1.7 billion. The transaction is expected to be
neutral to ITT's earnings per share in 2008, and accretive
thereafter. "This combination is all about growth and demonstrates
our disciplined approach to creating value for our shareholders by
expanding from our strong core businesses and entering attractive
adjacent markets," said Steve Loranger, chairman, president and
chief executive officer of ITT. "ITT's continued strong overall
performance this year gives us the capability to make this key
acquisition, which will be a powerful addition to our existing
business. EDO's extremely talented people, complementary
technologies, and customer relationships, when joined with ITT's
strong defense team, will enable us to reach new heights in meeting
the changing needs of our military and civil customers." EDO is a
leader in the design and development of advanced systems at the
center of the military's transformation to lighter, faster, and
smarter defense capabilities. EDO has grown revenues at a compound
annual growth rate of almost 16 percent over the last three years,
and is positioned to grow at approximately 60 percent in 2007 to
its current-year forecast of approximately $1.15 billion. "We
believe this is an excellent strategic fit and offers shareholders
tremendous value," said EDO Chief Executive Officer James M. Smith.
"It substantially increases our business scale and opens new
opportunities in defense markets. We expect employees and customers
to benefit substantially from the combination of our
technology-driven businesses." The transaction, which is subject to
approval by EDO's shareholders, as well as customary closing and
regulatory conditions, is expected to close in early 2008. Poised
for growth EDO's attractive positions in defense electronics add to
ITT's well- established sensing and surveillance capabilities. In
tactical communications, ITT's leading position in battlefield
communications is complemented by EDO's expertise in mobile
networking and integration, interference cancellation and antennas.
Both companies offer engineering and professional services to a
diverse customer base, serving all branches of the military and
civil agencies. "We're bringing together two successful defense
organizations into one team with one mission: To meet the needs of
our customers in support of our nation and its allies," said Steve
Gaffney, president of ITT's defense business. "We are confident in
our plan to integrate our businesses and unlock tremendous value,
creating opportunity for employees, customers and shareholders."
Plays to mutual strengths The combination capitalizes on ITT's and
EDO's mutual strengths. By leveraging the diversified portfolios of
both companies, the transaction positions ITT to play an important
role on some of the U.S. military's vital transformational
initiatives, such as the Joint Strike Fighter, the Navy's Littoral
Combat Ship, counter improvised explosive device (IED) programs,
and the Coast Guard Deepwater programs. Gaffney added, "This
transaction combines ITT's and EDO's technology prowess, customer
relationships, and proven operational capabilities to scale
mission-critical military programs and create new markets for our
technologies." In connection with the transaction, Lazard LLC and
UBS Investment Bank are acting as financial advisors to ITT, and
Simpson Thacher & Bartlett LLP is legal counsel. Citigroup is
acting as financial advisor, and Debevoise & Plimpton LLP is
legal counsel to EDO. Investor call today ITT's senior management
will host a conference call for investors today at 9:00 a.m.
Eastern Daylight Time. To participate in the call, domestic and
international callers dial 1-212-729-5000, conference code 9250639.
The call will be simultaneously webcast on ITT's website at
http://www.itt.com/ir. Presentation materials will be available on
the website prior to the call. About EDO Corporation EDO
Corporation (http://www.edocorp.com/) designs and manufactures a
diverse range of products for aerospace and defense, intelligence,
and commercial markets. Major product groups include: Defense
Electronics, Communications, Aircraft Armament Systems, Undersea
Warfare, Integrated Composite Structures, and Professional and
Engineering Services. The company employs 4,000 people. About ITT
Corporation ITT Corporation (http://www.itt.com/) supplies advanced
technology products and services in several growth markets. ITT is
a global leader in water and fluid transport, treatment and control
technology. The company plays a vital role in international
security with communications and electronics products; space
surveillance and intelligence systems; and advanced engineering and
services. It also serves the growing marine, transportation and
electrical markets with a wide range of products. Headquartered in
White Plains, N.Y., the company generated $7.8 billion in 2006
sales. Forward-Looking Statement and Important Legal Information
This communication contains "forward-looking statements" which
represent the current expectations and beliefs of management of ITT
Corporation ("ITT") concerning the proposed merger of EDO
Corporation ("EDO") with Donatello Acquisition Corp., a wholly
owned subsidiary of ITT (the "merger"), and other future events and
their potential effects on ITT. Such statements are not guarantees
of future results. They only represent management's expectations
and beliefs concerning future events and their potential effects on
ITT. These forward-looking statements are inherently subject to
significant business, economic and competitive uncertainties and
contingencies and risk relating to the merger, many of which are
beyond the company's control. These forward-looking statements
include statements that describe ITT's business strategy, outlook,
objectives, plans, intentions or goals, and any discussion of
future operating or financial performance. Whenever used, words
such as "anticipate," "estimate," "expect," "project," "intend,"
"plan," "believe," "target" and other terms of similar meaning are
intended to identify such forward-looking statements.
Forward-looking statements are uncertain and to some extent
unpredictable, and involve known and unknown risks, uncertainties
and other important factors that could cause actual results to
differ materially from those expressed in, or implied from, such
forward-looking statements. Factors that could cause results to
differ materially from those anticipated by ITT include general
global economic conditions, decline in consumer spending, interest
and foreign currency exchange rate fluctuations, availability of
commodities, supplies and raw materials, competition, acquisitions
or divestitures, changes in government defense budgets, employment
and pension matters, contingencies related to actual or alleged
environmental contamination, claims and concerns, intellectual
property matters, personal injury claims, governmental
investigations, tax obligations, and changes in generally accepted
accounting principles. Other factors are more thoroughly set forth
in Item 1. Business, Item 1A. Risk Factors, and Item 7.
Management's Discussion and Analysis of Financial Condition and
Results of Operations - Forward-Looking Statements in the ITT
Corporation Annual Report on Form 10-K for the fiscal year ended
December 31, 2006, and other of its filings with the Securities and
Exchange Commission. ITT undertakes no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise. In connection with the proposed merger,
EDO will prepare a proxy statement to be filed with the U.S.
Securities and Exchange Commission ("SEC"). When completed, a
definitive proxy statement and a form of proxy will be mailed to
the shareholders of EDO. Before making any voting decision, EDO's
shareholders are urged to read the proxy statement regarding the
merger carefully and in its entirety because it will contain
important information about the proposed merger. EDO's shareholders
will be able to obtain, without charge, a copy of the proxy
statement (when available) and other relevant documents filed with
the SEC from the SEC's website at http://www.sec.gov/. EDO's
shareholders will also be able to obtain, without charge, a copy of
the proxy statement and other relevant documents (when available)
by directing a request by mail or telephone to EDO Corporation, 60
East 42nd Street, 42nd Floor, New York, NY 10165, telephone:
212-716-2000, or from EDO's website, http://www.edocorp.com/.
Information regarding ITT's directors and executive officers is set
forth in ITT's annual report on Form 10-K for the fiscal year ended
December 31, 2006 and ITT's proxy statement for ITT's 2007 Annual
Meeting of Shareholders. Information regarding EDO's directors and
executive officers is set forth in EDO's annual report on Form 10-K
for the fiscal year ended December 31, 2006 and EDO's proxy
statement for EDO's 2007 Annual Meeting of Shareholders. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement and other relevant documents regarding the proposed
merger, when filed with the SEC. DATASOURCE: ITT CONTACT: Media,
Andy Hilton, ITT Corp., +1-914-641-2160, , or Tom Glover, ITT
Defense, +1-914-319-3451, , or Sara Banda, EDO Corp.,
+1-212-716-2071, , or Investors, Peter Milligan, ITT Corp.,
+1-914-641-2030, , or William Walkowiak, EDO Corp.,
+1-212-716-2038, Web site: http://www.itt.com/
http://www.edocorp.com/
Copyright
E D O (NYSE:EDO)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
E D O (NYSE:EDO)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024