 Management Briefing
Proposed Exelis merger
May 7, 2015
Filed by: Harris Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Exelis Inc.
Commission File No.: 001-35228
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Pre-close Manager Briefing
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Harris Proprietary Information
Summary
Transaction overview
About Exelis
Acquisition process / Legal do’s and don’ts
Integration approach
Pre-close communications plan
Your role as manager
Where to get additional information |
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Harris Proprietary Information
Strengthens core franchises
Builds stronger platform for growth
Creates scale and more balanced earnings
Generates meaningful cost synergies
Creates significant value for all stakeholders
Highly
strategic
and
complementary
acquisition
Combination creates a significantly stronger and more competitive company that is
better positioned with its key customers to compete for and win new
contracts |
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Harris Proprietary Information
Exelis overview
2014E Revenue: ~$3.25 Billon
HQ: McLean, VA
Geospatial (GS)
•
Electro-optic / Infrared
Sensors
•
GPS Solutions
•
Weather Sensor and
Payloads
•
Processing, Analytics
and Dissemination
Night Vision & Comms
•
Networked
Communications
•
Night Vision
Electronic Systems (ES)
•
Electronic Warfare
•
Radar & Sonar Systems
•
Carriage & Release
•
Command and Control
Systems
Aerostructures
•
Commercial
Aerostructures
•
Military Aerostructures
Information Systems (IS)
•
Civil & Aerospace
Systems
•
Command, Control, and
Communication
Systems (C3S)
•
Advanced Information
Solutions
Top Customers
Top Customers
NRO
NOAA
USAF
USAF
NASA
FAA
HQ: Rochester, NY
Top Customers
Army
HQ: Fort Wayne, IN
Top Customers
USAF
Navy
HQ: Clifton, NJ
HQ: Salt Lake City, UT
Top Customers
HQ: Herndon, VA
Navy
& Marines
Army
Other DoD
& Intel
Civil U.S.
Int’l &
Commercial
2014E Segment Revenue
Air Force
2014E Customer Revenue
Information
Systems
Night Vision
& Comms
Electronic
Systems
Geospatial
Aerostructures
DISA |
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Harris Proprietary Information
Our values
We share similar values….a strong foundation |
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Harris Proprietary Information
General guidelines
•
Harris and Exelis are independent companies until closing and should not take any
action that reduces that independence or any competition between them.
Consult legal team when in doubt about whether conduct is appropriate
Legal Do’s and Don’ts
Do
•
DO continue to operate as a separate and
independent business.
•
DO continue to compete in any and all
business activities in which we have been
competitors before the merger was
announced.
•
DO continue to deal with each other as a
supplier, potential customer or teammate,
but only in the ordinary course of business
as you would before the merger was
announced and like you do other
independent companies.
Don’t
•
DON’T seek to influence or control the other
company’s business behavior prior to
closing and be sensitive to creating that
appearance –
the prohibition applies to all
areas of the business and is not limited to
competitively sensitive areas.
•
DON’T share competitively sensitive
business information.
•
DON’T contact employees from the other
company outside the ordinary course of
business unless such contacts are approved
in advance by the Legal Department. |
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Integration approach and progress
•
Ensure day 1 business continuity
•
Baseline organization operating models
•
Detail structural and operating model changes
•
Prioritize synergy opportunities and initiatives
•
Drive synergy capture
•
Review priorities, recommendations and results
•
Create and ensure ongoing process discipline
•
Drive results and accountability
•
Monitor change and capture synergies
•
Manage risks and track financial results
Steering Committee
CEO
Executive
Leadership Team
Communications
Legal, Contracts,
Ethics &
Compliance
Finance &
Accounting
Technology &
Engineering
Manufacturing
IT
HR
Board of Directors
Integration
Management
Office
Project
Tracking &
Reporting
Communications
& Change
Management
Government /
Customer
Engagement
Integration Team Structure
Global
Security
Supply
Chain
Functional Integration
Project Teams
Business
Development
Synergy Capture
Project Teams
Detailed
planning
underway
with
joint
project
teams
-
on
track
for
day
1
continuity
Responsibilities and objectives |
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Harris Proprietary Information
Close
Employee update:
Email blog ex Brown
Employee Update:
Email blog ex Fox
Employee update:
Email blog ex Fox
Employee update:
Email blog ex Fox
Employee update:
Email blog ex Fox
End April
Lync Management
Briefing
Lync Management
Briefing:
Fox w/mgmt team
D -
1
Press release
Employee Day 1 Communications
Employee microsite live
Pre close communications plan
Parallel but separate pre-close communications
Build confidence in the future
Ensure business continuity
D -2
Employee town halls
with segment leaders
(content will be provided)
D +1
1
st
Employee weekly
Integration newsletter
published
D +3 |
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Additional References
Internal Employee Microsite
http://my.harris.com/harriscom/
Submit a Question
Review Questions Already Submitted |
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Your role as a leader
Understand key messages and over communicate
Be available to your teams more than ever
Acknowledge that with change comes uncertainty and we do
not have all of the answers
Flow up questions and concerns to your leadership
Ensure focus remains on serving our customers and meeting
our commitments |
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Harris Proprietary Information |
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Legend
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. This
communication may be deemed to be solicitation material in respect of the proposed
transaction between Harris and Exelis. In connection with the proposed acquisition
of Exelis, Harris has filed with the SEC a registration statement on Form
S-4 that includes a proxy statement of Exelis and a prospectus of Harris. This
communication is not a substitute for the registration statement, definitive proxy
statement/prospectus or any other documents
that
Harris
or
Exelis
or
may
file
with
the
SEC
or
send
to
shareholders
in
connection
with
the
proposed
acquisition of Exelis. INVESTORS AND SHAREHOLDERS OF EXELIS ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED ACQUISITION OF EXELIS. Investors and security holders will be
able to obtain copies of the proxy statement/prospectus and other documents filed
with
the
SEC
(when
available)
in
relation
to
the
acquisition
of
Exelis
free
of
charge
at
the
SEC's
website,
www.sec.gov.
Copies of documents filed with the SEC by Harris will be made available free of
charge on Harris' website at http://harris.com/investors.
Copies
of
documents
filed
with
the
SEC
by
Exelis
will
be
made
available
free
of
charge
on
Exelis'
website
at
http://investors.exelisinc.com/.
Participants in Solicitation
Harris and its directors and executive officers, and Exelis and its directors and
executive officers, may be deemed to be participants in the solicitation of
proxies from the holders of Exelis common stock in respect of the proposed transaction
between Harris and Exelis. Information about the directors and executive officers
of Harris is set forth in the proxy statement
for
Harris'
2014
Annual
Meeting
of
Shareholders,
which
was
filed
with
the
SEC
on
September
9,
2014.
Information
about
the
directors
and
executive
officers
of
Exelis
is
set
forth
in
Exelis'
Amendment
No.
1
to
Annual
Report on
Form 10-K, which was filed with the SEC on April 6, 2015, as well as in the
proxy statement for Exelis' 2014 Annual Meeting of Shareholders, which was
filed with the SEC on March 26, 2014. Investors may obtain additional information
regarding
the
interest
of
such
participants
by
reading
the
proxy
statement/prospectus
regarding
the
proposed
acquisition
of Exelis when it becomes available. You may obtain free copies of these documents
as described in the preceding paragraph. |