According to the Complaint, L3 is an innovator and leading provider of global ISR, communications and networked systems, and electronic systems for military, homeland security and commercial aviation customers. L3 develops advanced defense technologies and commercial solutions in pilot training, aviation security, night vision and EO/IR, weapons, maritime systems and space.
On October 14, 2018, L3 announced that it had entered into a definitive agreement (the “Merger Agreement”) with Harris Corporation, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Harris. Following the Merger, Harris will change its name to “L3 Harris Technologies, Inc.,” and Harris, L3 and their respective subsidiaries will
operate as a combined company under this name. Pursuant to the terms of the Merger Agreement, upon successful completion of the merger, each issued and outstanding share of L3 common stock will be converted into the right to receive 1.30 shares of Harris common stock equal to approximately $201.33 per share based upon the closing price of Harris common stock on October 12, 2018 (the “Merger Consideration”). The consummation of the Proposed Transaction is subject to certain closing conditions, including the approval of the stockholders of L3.
The Complaint alleges that on December 14, 2018, in order to convince L3 stockholders to vote in favor of the Proposed Transaction, the Board, jointly with Harris, authorized the filing of a materially incomplete and misleading Form S-4 Registration Statement with the SEC (the “Registration Statement”), in violation of Sections 14(a) and 20(a) of the Exchange Act.
This case was voluntarily dismissed on March 12, 2019.