EXHIBIT 99.1
PRESS RELEASE
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HARRIS CORPORATION TO ACQUIRE LEITCH TECHNOLOGY CORPORATION
EXPANDS POSITION IN FAST-GROWING DIGITAL BROADCAST MARKETS
MELBOURNE, FL - AUGUST 31, 2005 - Harris Corporation (NYSE: HRS) has entered
into a definitive agreement to acquire all of the shares of Leitch Technology
Corporation (TSX: LTV) at a C$14.00 cash price per share. Total price
consideration, net of cash on hand, will be approximately US$450 million. Harris
expects the transaction to be neutral to fiscal year 2006 earnings per share,
excluding acquisition-related charges. In fiscal year 2007, the transaction is
expected to be accretive by $.06 earnings per share.
Leitch is a global leader in providing high-performance video systems for the
television broadcast industry, including routers and distribution equipment,
signal processing, signal management and monitoring, servers and storage area
networks, branding software and post-production editing systems. Harris is the
worldwide leader in providing digital broadcast technology solutions for global
broadcast media markets, including television and radio transmission systems,
networking solutions and enterprise-wide software and media management systems.
"The acquisition further positions our company to lead the broadcast industry's
transition to high-definition digital services," said Howard L. Lance, chairman,
president and chief executive officer of Harris. "Their broad product portfolio
provides an excellent complement to our current products and software, and
significantly expands our presence in these fast-growing market segments. Leitch
has a veteran management team with strong domain knowledge and has launched
important new products to meet the changing needs of the digital marketplace.
Our combined products and systems serve every segment of the increasingly
complex supply chain that brings digital audio, video, and data content to
consumers. The acquisition of Leitch, following our acquisition of Encoda
Systems in November 2004, clearly establishes Harris as the company that
broadcasters turn to as they upgrade their equipment and software systems to
operate in a digital environment."
"The combination of Leitch Technology and Harris Corporation will create a
powerful force in the global broadcast industry. We view the opportunity as
extremely positive for our employees, customers, and shareholders," said Tim
Thorsteinson, president and chief executive officer of Leitch Technology.
The acquisition is to be completed by way of a statutory plan of arrangement and
is subject to approval by Leitch shareholders, customary regulatory and court
approvals, and other closing conditions. The transaction is expected to close in
approximately 60 days.
Harris will host a conference call today at 5:00 p.m., Eastern Time, to discuss
the above items. Interested individuals are invited to listen to the call by
using a dial-in number: (719) 457-2617, access code: 5466810. Presentation
materials for the call will be available via the Internet at
http://www.harris.com. The conference call also will be broadcast live via the
Internet at http://www.harris.com. A replay also will be available at the same
web site.
Harris is an international communications and information technology company
serving government and commercial markets in more than150 countries. With
headquarters in Melbourne, Florida, the company has annual sales of over $3
billion and employs 12,600 men and women - including 5,500 engineers and
scientists - dedicated to the development of best-in-class assured
communications(TM) products, systems, and services. The company's operating
divisions serve markets for government communications, tactical radio,
broadcast, and microwave systems. Additional information about Harris
Corporation is available at www.harris.com.
NON-GAAP FINANCIAL MEASURES
This press release contains non-GAAP financial measures within the meaning of
Regulation G promulgated by the SEC, including fiscal 2006 earnings-per-share
guidance excluding the impact of any facility shutdown,
relocation expenses, severance costs, and other charges associated with the
cost-reduction items planned to take in our Broadcast Communications segment and
the acquisition related charges, which cannot be determined without unreasonable
effort. Management of Harris believes that these non-GAAP financial measures,
when considered together with the GAAP financial measures, provide information
that is useful to investors in understanding period-over-period operating
results separate and apart from items that may, or could, have a
disproportionately positive or negative impact on results in any particular
period. Management also believes that these non-GAAP financial measures enhance
the ability of investors to analyze Harris business trends and to better
understand the company's performance. In addition, the company may utilize
non-GAAP financial measures as a guide in its forecasting, budgeting, and
long-term planning process and to measure operating performance for some
management compensation purposes. Any analysis of non-GAAP financial measures
should be used only in conjunction with results presented in accordance with
GAAP.
FORWARD-LOOKING STATEMENTS
Statements in this press release that are not historical facts are
forward-looking statements that reflect management's current expectations,
assumptions, and estimates of future performance and economic conditions. Such
statements are made in reliance upon the safe harbor provisions of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements in this release include but are not limited to:
anticipated timing of the closing of the acquisition of Leitch and the impact of
the acquisition on our fiscal 2006 earnings, savings from cost-reduction actions
and statements regarding outlook. The Company cautions investors that any
forward-looking statements are subject to risks and uncertainties that may cause
actual results and future trends to differ materially from those matters
expressed in or implied by such forward-looking statements. The Company's
consolidated results and the forward-looking statements could be affected by
many factors, including but not limited to: our participation in markets that
are often subject to uncertain economic conditions which makes it difficult to
estimate growth in our markets and, as a result, future income and expenditures;
our dependence on the U.S. government for a significant portion of our revenues,
as the loss of this relationship or a shift in U.S. government funding could
have adverse consequences on our future business; potential changes in U.S.
government or customer priorities due to program reviews or revisions to
strategic objectives, including termination of or potential failure to fund U.S.
government contracts; risks inherent with large long-term fixed-price contracts,
particularly the ability to contain cost overruns; the performance of critical
subcontractors or suppliers; financial and government and regulatory risks
relating to international sales and operations, including fluctuations in
foreign currency exchange rates and the effectiveness of our currency hedging
program; our ability to continue to develop new products that achieve market
acceptance; the consequences of future geo-political events, which may affect
adversely the markets in which we operate, our ability to insure against risks,
our operations or our profitability; strategic acquisitions and the risks and
uncertainties related thereto, including our ability to manage and integrate
acquired businesses; potential claims that we are infringing the intellectual
property rights of third parties; the successful resolution of patent
infringement claims and the ultimate outcome of other contingencies, litigation
and legal matters; customer credit risk; the fair values of our portfolio of
passive investments, which values are subject to significant price volatility or
erosion; risks inherent in developing new technologies; the potential impact of
hurricanes on our operations in Florida and the potential impact of earthquakes
on our operations in California; the ability to recruit and retain qualified
personnel; and general economic conditions in the markets in which we operate.
Further information relating to factors that may impact the Company's results
and forward-looking statements are disclosed in the Company's filings with the
SEC. Harris disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.
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MEDIA INQUIRIES: Tom Hausman at 321-727-9131, or tom.hausman@harris.com INVESTOR
RELATIONS INQUIRIES: Pamela Padgett at 321-727-9383, or
pamela.padgett@harris.com For additional information, contact Harris Corporation
at webmaster@harris.com.