Harris Corporation to Acquire Pacific Research & Engineering Corporation
Business Editors
MELBOURNE, Fla./CARLSBAD, Calif.--(BUSINESS WIRE)--Aug. 3, 1999--
Harris Corporation (NYSE:HRS) and Pacific Research & Engineering
Corporation "PR&E" (AMEX:PXE) today jointly announced the signing of a
definitive agreement for Harris to acquire PR&E through a cash tender
offer that values PR&E at approximately $9.5 million, including the
assumption of debt. The board of directors of each company has
unanimously approved the transaction.
Under the terms of the transaction, a subsidiary of Harris will
commence a cash tender offer for all of PR&E's outstanding common
shares at a price of $2.35 per share, all of PR&E's outstanding
publicly-traded warrants at a price of $0.15 per warrant, and certain
other warrants at a price of $0.15 per each common share underlying
such warrants.
Directors and executive officers of PR&E that hold shares, as
well as its principal shareholder, have agreed to support the
transaction and to tender their shares pursuant to agreements with
Harris Corporation. Harris Corporation and PR&E have also entered into
a Stock Option Agreement, pursuant to which PR&E has granted Harris an
irrevocable option to purchase from time to time up to 461,099
authorized and unissued shares (19.9%), at a price of $2.35 per share.
The tender offer is contingent upon customary conditions, including
the tender of at least 90 percent of PR&E's outstanding stock. The
tender offer is expected to commence on or about August 9, 1999 and
the acquisition is expected to close in September, 1999, unless the
offer is extended. After the tender is completed, all non-tendered
shares will be converted into the right to receive $2.35 per share in
cash. Harris will consummate the transaction with cash on hand.
"This agreement unites two successful radio businesses and
reinforces Harris' commitment to supply a complete range of solutions
including advanced studio solutions to radio stations worldwide," Jim
Woods, vice president, radio systems business unit of Harris Broadcast
Communications Division. "PR&E is a recognized industry leader in the
design, development and integration of analog and digital radio studio
solutions. Their complete range of analog and digital audio consoles
have defined performance and reliability in the studio. Coupled with
Harris' extensive sales and distribution channels as well as our
systems design and integration capabilities, this acquisition brings
together two companies with proven custom engineering, integration and
customer service that will ultimately provide radio broadcasters a
comprehensive range of analog and digital broadcast equipment and
systems. PR&E also provides Harris' Broadcast Communications Division
a solid base of operations on the west coast."
"The complementary strengths of the two organizations brings both
a wider and deeper range of services and high-technology products to
the rapidly changing broadcast industry. PR&E's thirty years of
consulting, custom system design and integration work, along with its
expertise in both analog and digital audio technology, are an
excellent fit with Harris' strategic vision for the domestic and
international broadcast marketplaces. As we merge together with Harris
Corporation, we see that our #1 priority of serving our clients will
be met on a world-wide basis. The availability of resources within the
two companies will trigger faster paced solutions in appropriate
integration platforms for our client base", says Jack Williams, PR&E
Chairman & CEO. "On a world-wide basis, both companies have been
recognized for their skills. As the two units come together our
clients will be served with a broader base of representatives and a
multitude of products and services will be available to them. We are
looking forward to the merger and enhancing the overall capabilities
to support the broadcast marketplace."
Harris is an international communications equipment company
focused on providing product, system and service solutions that take
its customers to the next level. The company provides a wide range of
products and services for commercial and government communications
markets such as wireless, broadcast, government and network support.
The company has sales and service facilities in nearly 90 countries.
PR&E manufactures high quality broadcast studio products and
provides turnkey studio design/integration services to the worldwide
broadcasting industry. Products include on-air and production mixing
consoles, studio furniture and systems integration services.
For more information, visit PR&E's web site at www.PRE.com. |
