Filed by L3 Technologies, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: L3 Technologies, Inc.
Commission File No. 001-37975
Dear Colleagues,
We’re making solid progress on our plans towards a successful merger with Harris. The regulatory process is moving forward, and we continue to expect to
close the merger in mid-calendar year 2019.
As I mentioned in December and some of you participated in, we engaged McKinsey & Co to conduct a cultural review of both companies. I have reviewed the
full culture diagnostic findings from the interviews, focus groups and culture survey and want to thank you for your honest feedback. It is important input to how we will build the new L3 Harris together.
Many of you asked why we are merging. When Harris CEO Bill Brown and I first contemplated merging L3 Technologies and Harris, the reasons were obvious –
increased scale and capabilities, growth and cost saving opportunities, shared cultures and workforces committed to excellence and innovation.
We envisioned an innovation powerhouse with an industry-leading four percent annual investment in R&D, more than 4,000 patents and approximately 19,000
engineers and scientists – almost double the size of our current L3 technical team. It was a compelling proposition.
Today, global threats continue to emerge at an accelerated pace. Our customers are demanding innovative solutions to mission-critical challenges faster than
ever before. That makes our merger rationale ever more important because these attributes will enable us – as a bigger, more capable and innovative company – to step up and lead our industry’s response to global threats rather than follow others.
As we’ve been proceeding through the integration planning process, our view of the potential technical synergies and complementary capabilities has
reinforced the initial vision. For example, each company is separately and in different ways developing technologies designed to improve Spectrum Superiority–
to help our warfighters control the electromagnetic spectrum. Combining L3’s spectrum surveillance and data analytics capabilities and Harris’ electronic warfare capabilities into a multi-function mission solution will expedite the delivery of
leading-edge technologies to our customers more than we ever would have separately.
The merger will also expand our engineering presence with a focus on enhancing innovation and collaboration– creating larger-scale technology centers of
excellence in Florida, New York, New Jersey, Texas, California and Utah. These centers will give us competitive strengths in areas such as artificial intelligence, EW and cyber, which L3 is applying in novel ways to solving national security
matters. Expanding our footprint and geographic diversity will open new and exciting growth opportunities for our entire team to make an impact on keeping customers and the
world safe in the face of new challenges.
Change like this creates many opportunities to view things through a new lens. I encourage you to take a fresh look at the way we work and seize the
opportunity to make L3 Harris Technologies an innovation powerhouse.
I am excited by the progress made by everyone and look forward to working with you to make this vision a reality.
All the best,
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any
vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
This communication is being made in respect of the proposed merger transaction between L3 Technologies, Inc. (“L3”) and Harris
Corporation (“Harris”). In connection with the proposed merger, Harris filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (Registration No. 333-228829) that includes a Joint Proxy Statement of
L3 and Harris and a Prospectus of Harris, as well as other relevant documents regarding the proposed transaction. The Registration Statement, as amended, was declared effective by the SEC on February 20, 2019. L3 and Harris commenced mailing
the definitive Joint Proxy Statement/Prospectus to L3 stockholders and Harris stockholders on or about February 25, 2019. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other
document that either or both of L3 or Harris or any of their respective affiliates may file with the SEC or make available to their respective stockholders. INVESTORS
ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
A free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about L3 and Harris, may be obtained
at the SEC’s Internet site (http://www.sec.gov). You are also able to obtain these documents, free of charge, from L3 by accessing L3’s website at https://www.l3t.com/ or from Harris by accessing Harris’ website at https://www.harris.com/.
L3 and Harris and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of
proxies from L3 stockholders and Harris stockholders in respect of the proposed transaction. Information regarding L3’s directors and executive officers is contained in L3’s Annual Report on Form 10-K for the year ended December 31, 2018 and its
Proxy Statement on Schedule 14A, dated March 26, 2018, which are filed with the SEC. Information regarding Harris’ directors and executive officers is contained in Harris’ Annual Report on Form 10-K for the year ended June 29, 2018 and its Proxy
Statement on Schedule 14A, dated September 6, 2018, which are filed with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading
the Joint Proxy Statement/Prospectus regarding the proposed merger. Free copies of this document may be obtained as described in the preceding paragraph.
FORWARD-LOOKING STATEMENTS
Certain of the matters discussed in this communication are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements other than historical facts may be forward-looking statements; words such as “may,” “will,” “should,” “likely,” “projects,” “financial guidance,” “expects,” “anticipates,” “intends,” “plans,”
“believes,” “estimates,” and similar expressions are used to identify forward-looking statements. L3 and Harris caution investors that these statements are subject to risks and uncertainties, many of which are difficult to predict and generally
beyond L3’s and Harris’ control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. In addition to factors previously disclosed in L3’s and
Harris’ reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the
occurrence of any event, change or other circumstances that could give rise to the right of one or both of L3 and Harris to terminate the definitive merger agreement between L3 and Harris; the outcome of any legal proceedings that have been or
may be instituted against L3, Harris or their respective directors; the risk that the stockholder approvals of L3 or Harris may not be obtained on the expected schedule or at all; the ability to obtain regulatory approvals and satisfy other
closing conditions to the merger in a timely manner or at all, including the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; delay in closing the merger;
difficulties and delays in integrating the L3 and Harris businesses or fully realizing anticipated cost savings and other benefits; business disruptions from the proposed merger that may harm L3’s or Harris’ businesses, including current plans
and operations; any announcement relating to the proposed transaction could have adverse effects on the ability of L3 or Harris to retain and hire key personnel or maintain relationships with suppliers and customers, including the U.S. government
and other governments, or on L3’s or Harris’ operating results and businesses generally; the risk that the announcement of the proposed transaction could have adverse effects on the market price of the common stock of either or both of L3’s and
Harris’ common stock and the uncertainty as to the long-term value of the common stock of the combined company following the merger; certain restrictions during the pendency of the merger that may impact L3’s or Harris’ ability to pursue certain
business opportunities or strategic transactions; the business, economic and political conditions in the markets in which L3 and Harris operate; and events beyond L3’s and Harris’ control, such as acts of terrorism.
These forward-looking statements speak only as of the date of this communication or as of the date they were made, and neither L3 nor
Harris undertakes any obligation to update forward-looking statements. For a more detailed discussion of these factors, also see the information under the captions “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in
L3’s and Harris’ Joint Proxy Statement/Prospectus that forms part of the Registration Statement on Form S-4 filed by Harris and the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in L3’s and Harris’ most recent reports on Form 10-K for the years ended December 31, 2018 and June 29, 2018, respectively, and any material updates to these factors contained in any of L3’s and Harris’ subsequent and future filings.
As for the forward-looking statements that relate to future financial results and other projections, actual results will be different
due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose
only, are not forecasts and may not reflect actual results. Given these uncertainties, you should not place any reliance on these forward-looking statements.