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
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
~ Intranet II takes a unique perspectrve to \l.i> bel3 Resources SPEAKING POINTS FOR SUPPLIERS, CANDIDA TES AND TRADE SHOWS Until oe< anti.,.,.ted do5ing in nid-2019, we remain separate and independent enlities and It is vital 1hat we be lhoughtful in how we corrvmncate matter.; related to lhe proposed merger betwoon L3 ano Hams. Keep in nind lhat lhe<e are legal gui<lelr,es governing oor actions until lhe merger dearS regulatocy approvalS ano oostomary CIOSlng CO<l<lltions, lnc:lJ<ing approval by L3 and Harris sllarehol<lers. Until lhe transaction is corrc,leted, It is business as usual. HIGHLIGHTS The new con-c,any, L3 Harris Technologies, Inc., v,;1 be a top 10 glooal Oelense """""'Y and lhe 6111 largest in lhe u.s, v,;u, 48,000 employees, c:ustome,s In /10ler 100 countries and slgnilicant gtOY,th oppo,tunities at hOme and abroaO, • The ooml>ined con-.,any, L3 Hams Technologies, will have lhe scale, resou-ces and highly oomple,nentary technology l)Ortlolio to pr...,;ae high-value, cost-effective and reliable mission systems solutions across a broaO range or marl<els even """e efficiently and reliably. The ooml>ination wil have lhe emanceo res...-ces to suppo,t next-gen R&D, better se,ve 11s custome,s ano better able to con-c,ete against lhe •5 Prime" Oelense contraa0<s. Candidates This is an exciting opportunfty for candiOates to become part or a larger, 11'10fe Oiversified global technology con-c,any sefVing lhe Oefense and convnerdal aerospace m311cels wilh a broaoer range or career poss; _ 8olh L3 ano Harris haVe highly-i!ngaged worklorces 1hat are critical to lhelo' success, and Vlllo v,;1 be lhe fOlllO.tion ol lhe long.term success of lhe combined company. Supplier Q&Aa WIii any of our contracts change? No. Plior to lhe dose of lhe transacbon, v.Ndl is expected by nid-20t9, L3 and Hanis val conbnue to operate as independent companies and It is busiooss as usual. I have contraCLs with both companies ano the tenns are Oifferent. Will the combineo company renegotiate ror one contract? OUr locus is on closing lhe transaction and until lhen, It is business as usual We ..,;11 keep you infonned as aclditional OetarlS become available. WIii my point or contact change? N. lhlS tine, al points of contact wil remain lhe same. Wllat are the next steps In the process? For now, It is business as usual Wllere can I get additlonal inlonnatlon? II you haVe any questions about lhis announcement, please doni hesitate to reach out to yoe< CU1Tent point of contact at L3. We v,;1 make every effort to keep you infonned as lhe transaction prog,esses. IMPORTANT AOOITK)NAL INFOBMADON ANP WHERE TO FINO IT This corrmmication ooes not consbMe an offer to sel or lhe solieltation of an offer to buy any securities or a SOlodtation of any voce or appr/10laJ, nor Shall !here be any sale of securities In any )utis<lction in ,,micfl sudl offe<, solicitation or sale VIOOI<! be UOO'Wf\JI prior to registration or quali1ication under lhe serurilies laws or sudl jurisdiction. This conmmication is being ma<le in respect of lhe proposed merger transaction between L3 Technologles, Inc. 1L31 and Harris Corporation 1Harris1. In connection wilh lhe proposed merger, Harris \'/Ill file wilh lhe U.S. Securities and Exchange Comnisslon (lhe "SEC") a Registration Statement on Form~ lhat \'llll lnctu<le lhe Jolnl Proxy Statement or L3 and Harris and a Prospectus ol Harris, as wel as olher relevant documents regarding the proposeO transaction. A Oefinilive Joint Proxy Stalemenl/Prospecrus \'Ill also be senl to L3 stOdalOl<lerS and Harris Sloekholoers. This commoolcation IS nol a SUl>S1ltute for lhe Registrabon Slalemenl lhe Joinl Proxy Stale,nenl/Prospecrus or any olher <loaJment lhat eilher or l>oUl of L3 or Harris or any ol their respective affii ales may file wilh lhe SEC or make available to !heir respective stoddloldefS. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARCMNG THE MERGER WHEN THEY BECOME AVAILABlE ANO Atf'f OTHER !RELEVANT DOCUMENTS ALEO WITH THE SEC, AS WELL AS Atf'f AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION., A tree copy of lhe Joinl Proxy Statement/Prospectus, as wel as Olher flings containing Information about L3 and Hanis, may be ot>tao>ed al the SEC's Internet site (111!1)//IW,w sec.gov). You v,;a also be able lo olllaln lhese documents, flee of charge, !Tom L3 by accessing L3's webslte al hllPSJIWww 13lcomt or from Harris by accessing Hanis's websrte at httpsJ/WY.w hams com/. L3 and Hams and certain ot lhelo' respective directors and executive office<s may be <leemed to be participants in lhe soliatation or proxies !Tom L3 stOdalOl<lerS and Harris stoctOlOlders in respect of lhe proposed transaction. Information regarding L3's directors and executive officers is contained In L3's Annual Report on Form 10-K for the year..-Decenlber 31, 2017 and i1s Proxy State,nenton Sch801Ae 14A, dated Marcil 26, 2018, wl1ich are filedv.,lh lhe SEC. Information regarding HarTis's Oirectors and executive officers IS contained In Han1s's Annual Report on Form 10-K for the year..- June 29, 2018 and 11s Proxy Statement on Scneouie 14A, oated September 6, 2018, whidl are flle<I wilh lhe SEC. Additional Information regarding lhe interests of !hose participants and olhe< persons Vlllo may be Oeemed participants ,n lhe transaction may be olllaine<l by reaoog lhe Joint Proxy State,nent/Prospectus reo,ar<ing lhe proposeO merge< when rt becon,es available. Free copies or lhis documenl may be ootalned as describeo In lhe prece<ing patagtaph. FOBWABO·LOOKING STATEMENTS certain ol lhe matters dlSCIISsed in lhis oommurocation are rorwar<I-~ state<nents \"ti! lhe meaning of lhe Private S8QJribes Litigation Reform IV:t or 1995. ,., statements other lhan historical facts may be lorwar<l-lool<ing statements; words sudl as •may,· "wll • ·s11ou10: "ikely." "J)<ojects," "financtal ~ .- ·expects; ·anbdpates," i ntends," 'lllaffl." "believes; "eslinales; ano sirrilar expressions ate useo to iOenlify forwar<l-looldng statements. L3 and Harris caubons investors lhat lhese stalemenlS are subject to liskS and uncertainties, many of whidl are difficut 10 predict and generally beyond L3's and Harris' control, lhat could cause acl\Jal results to dffer materially from !hose eXl)(essed in, or illl)lied or projected by, lhe IOfWar<l-lool<irng information and statements. In a<kl1ion to factors previously disdosed in L3's and Harris's reports filed wilh lhe SEC and !hose iOenbfied etsewhe<e in lhis oommurocabon, lhe following factors, among other.;, COUkl cause actual resuns to dffer materialy from forward-looking statements or historical performance: lhe occurrence or ar,y evenl change or olhe< circumstances lhat CO\'<! <;;,e rise lo lhe right of one or l>oUl or L3 and Hatlis to terminate the O.finitive merger ag,ee,nent betwoon L3 and Hamis; lhe outcome or any legal proceeding$ lhal may be instituted against L3, Harris or !heir respective directors; lhe risl< lhat lhe slOCll!lolOer appr/10lals or L3 or Harns may no1 be obtale<I on lhe expected sct1eou1e or at a1; lhe ablity 10 olllaln r~tocy approval$ and satisfy olher closing conditions to lhe merger In a timely manner or at al, 1induding lhe lisk 1hat regulatocy appr/10lals required for lhe merger are not olllai:led or are obtained subject to cond1bons 1hal are nol antidpaled; Oelay in dosing une merger; difficulties and delays in Integrating lhe L3 and Harris businesses or ftAty realizing anticipated cost savings and olher benefits; business disruptions fiom lhe llfoposeO merge< lhat may hann L3's or Harris's businesses, Including current plans and operations; any announcement relating to lhe proposed transaction could h""" adverse effects on lhe abili1y of L3 or Harris to retain and hire key per.;onnel or maintain relationShips v,;u, sulll)lier.; and custome,s, indudng lhe U.S. government and olher governments, or on L3's or Hatris's operating resuts ano businesses generally; lhe risk lhat lhe announcement ol lhe proposeO transaction could haVe aaverse effects on tile marl<et price of !he common stock or eilher or bolh or L3's and Harris's common slock and lhe uncerlainfy as lo lhe long-term value or lhe common stock or lhe ooml>ined company folowing lhe merger. certain restrictions wring lhe penclency of lhe merger lhat may~ L3's or Harris's al>li1y to pu,sue certain business opportunities or strategic transactions; lhe business, econorric and political conditions in lhe marl<elS In Vlhidl L3 and Harris operate; and evenls beyond L3's and Harris's control, such as acts of terrorism. These forward-looking state<nenls speak only as or the oate of lhis communication or as ol lhe oate lhey were made, and neither L3 nor Harris undertalce any obligation to upoa1e rorwarcl-looldng statements. For a more Oetaled Oiscussion of lhese tactors, alSO see lhe Information under lhe captions "Risk Factors· and "Management's Discussion and Analysis of Fnancial Coo<ftion and Resuns of Operations" in L3's and Hlarris's mosl recent reports on Form 10-K for lhe years end80 Dea!rrbet 31, 2017 and June 29, 2018, respectively, and any mateoal updates to lhese factors contained In any or L3's and Harlis's s~nl and Mure filings. AS ror lhe ro,war<l-lool<ing slatemenls lhal relate lo Mure financial resl.CIS and olher projections, actlJal resuns v,;a be clifferenl rue lo lhe irllelent uncertainties ol estimates, lorecasls and projections and may be better or worse Ulan projected and suet, differences coulO be material. Annuaized, pro rorma, projected and estimated numbelS a,e used for ilustrative pupose only, are not lorecasls and may nol rellect actual resuts. Given lhese uncertainties, you should not place any reliance on lhese rorwarcl-looldng statements.