According to the Complaint, Raytheon develops technologically advanced and integrated products, services and solutions in its core markets: integrated air and missile defense; electronic warfare; command, control, communications, computers, cyber, intelligence, surveillance and reconnaissance; space systems; effects; and cyber. Raytheon serves both domestic and international customers primarily as a prime contractor or subcontractor on a broad portfolio of defense and related programs for government customers.
This action stems from a proposed transaction announced on June 9, 2019, pursuant to which Ratheon will merge with United Technologies Corporation ("UTC").
On June 9, 2019, the Board caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with Light Merger Sub Corp. (“Merger Sub”), a whollyowned subsidiary of United Technologies Corporation. The transaction referred to in the Merger Agreement (i.e. the merger of Merger Sub with and into Raytheon, with Raytheon being the surviving corporation) is referred to as the “Proposed Merger.”
Under the terms of the Merger Agreement, Raytheon shareholders will receive: 2.3348 fully paid and nonassessable shares of UTC common stock (and, if applicable, cash in lieu of fractional shares).
The consummation of the Proposed Merger is subject to certain closing conditions, including the approval of the stockholders of Raytheon. The Company expects the Proposed Merger to close in the first half of 2020.
On July 17, 2019, in order to convince Raytheon’s shareholders to vote in favor of the Proposed Merger, the Board authorized the filing of a joint registration statement, which was filed with the SEC, by UTC, on Form S-4. The Complaint alleges that the Registration Statement is materially incomplete and misleading.