Harris Corporation to Acquire Schlumberger Global Connectivity Services; Broadens Global Managed Satellite Communications Services Capabilities
By Harris Corporation, PRNESunday, November 7, 2010
ABERDEEN, United Kingdom and MELBOURNE, Florida, November 8, 2010 - Harris Corporation (NYSE: HRS) an international communications and
information technology company, has entered into a definitive agreement to
acquire the Global Connectivity Services (GCS) business from Schlumberger
Information Solutions, an operating unit of Schlumberger Limited (NYSE: SLB).
The acquisition will significantly extend Harris' capabilities as a global
provider of mission-critical, end-to-end managed satellite communications
services for customers operating in remote and harsh environments - including
the energy, government and maritime industries. Schlumberger GCS will be
combined with recently acquired CapRock Communications to form Harris CapRock
Communications.
With customers in more than 50 countries, Schlumberger GCS provides
global communication services for a wide range of customers primarily in the
oil and gas industries, including Schlumberger. With principal operations in
the United Kingdom, Norway, Singapore and the U.S., Schlumberger GCS has 400
employees in more than 25 countries, as well as 12 globally deployed
teleports, a 24×7 Network Operations Center (NOC), worldwide terrestrial
infrastructure, and Very Small Aperture Terminal (VSAT) manufacturing
capabilities in the U.K. and Singapore.
The agreement to acquire Schlumberger GCS follows the Harris acquisition
of CapRock Communications on July 30, 2010. CapRock Communications is a
premier global provider of managed satellite communications solutions -
including broadband Internet, IP voice services, secure networking and
real-time video - for the energy, government and maritime industries, as well
as for disaster recovery. CapRock's robust global infrastructure includes
four self-owned and operated teleports and 11 regional support centers across
North America, Central and South America, Europe, West Africa and Asia
Pacific.
"Combining Schlumberger GCS with CapRock Communications will create an
organization with unsurpassed global satellite network capabilities, broad
service offerings, and a large experienced service team to provide customers
with superior remote and in-the-field support," said Howard L. Lance,
chairman, president and CEO of Harris. "Harris CapRock Communications will be
able to use its capabilities and expertise to offer customers the most
secure, reliable and efficient solutions in the industry."
Under the terms of the agreement, Harris will purchase the Schlumberger
GCS business for US$397.5 million in cash, subject to post-closing
adjustments. The goodwill arising on completion of the acquisition will be an
allowable tax expense with an estimated net present value of US$50 million,
resulting in an effective purchase price of US$347.5 million. For the
calendar year ending December 31, 2010, Schlumberger GCS revenue is expected
to be US$170 million, and earnings before interest, taxes, depreciation and
amortization (EBITDA) is expected to be US$41 million. Excluding
acquisition-related charges, the acquisition is expected to have minimal
impact on Harris non-GAAP earnings in fiscal 2011; be slightly accretive in
fiscal 2012; and a significant contributor to earnings and growth in fiscal
2013 and beyond. The transaction is subject to customary regulatory reviews
and closing conditions, and it is expected to close during the third quarter
of fiscal 2011. Harris will finance the acquisition using a combination of
cash on hand, commercial paper, borrowings under its committed credit
facilities, and long-term debt.
"Schlumberger has successfully developed its Global Connectivity Services
business over the past 10 years to reach an extensive global products and
services offering. This acquisition by Harris will ensure continued growth
and new technology deployment in a focused communications organization," said
Tony Bowman, president of Schlumberger Information Solutions. "Schlumberger
will continue to take advantage of these capabilities once the transaction is
concluded through a long-term contract with Harris CapRock Communications."
Harris will host a conference call at 10 a.m. ET today to discuss the
acquisition of Schlumberger GCS. The dial-in number for the teleconference is
(866) 578-5801 (U.S.) or +1-617-213-8058 (International), using access code is
85645720. Please allow at least 10 minutes prior to the scheduled start time
to connect to the teleconference. Participants are encouraged to listen via
web cast, which will be broadcast live at www.harris.com. A recording
of the call will be available on the Harris website beginning at Noon ET on
November 8.
About Harris Corporation
Harris is an international communications and information technology
company serving government and commercial markets in more than 150 countries.
Headquartered in Melbourne, Florida, the company has approximately US$5
billion of annual revenue and more than 16,000 employees - including nearly
7,000 engineers and scientists. Harris is dedicated to developing
best-in-class assured communications(R) products, systems, and services.
Additional information about Harris Corporation is available at
www.harris.com.
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
Schlumberger GCS and satisfaction of the conditions to closing, the impact of
the acquisition on Harris earnings, and statements regarding outlook,
including revenue and growth opportunities and GCS' expected revenue and
EBITDA for calendar year 2010. 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: the loss of our
relationship with the U.S. government or a shift in U.S. government funding;
potential changes in U.S. government or customer priorities; risks inherent
with large long-term fixed-price contracts, particularly the ability to
contain cost overruns; financial and government and regulatory risks relating
to international sales and operations; our ability to continue to develop new
products that achieve market acceptance; the consequences of future
geo-political events; strategic acquisitions and the risks and uncertainties
related thereto, including our ability to manage and integrate acquired
businesses; performance of our subcontractors and suppliers; 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; risks inherent in
developing new technologies; changes in our effective tax rate; the potential
impact of natural disasters or other disruptions on our operations; the
potential impact of a security breach, through cyber attack or otherwise, or
other significant disruptions of our IT networks and systems or those we
operate for customers; the potential impact of satellite bandwidth
constraints on our managed satellite communications services; changes in
future business conditions that could cause business investments and/or
recorded goodwill to become impaired; and the recession in the United States
and general downturn in the global economy. 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. The forward-looking
statements contained in this release are made as of the date of this release,
and the company disclaims any intention or obligation, other than imposed by
law, to update or revise any forward-looking statements, whether as a result
of new information, future events, or otherwise.
Investor Relations inquiries: Pamela Padgett, +1-321-727-9383, pamela.padgett at harris.com, or Media: Jim Burke, +1-321-727-9131, jim.burke at harris.com; or additional information, contact Harris Corporation at webmaster at harris.com
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