Harris Corporation to Acquire Optimal Solutions, Inc.
Expands Broadcast Communications Division software offering and complements Harris Next-Generation H-Class™ Total Content Delivery Platform
MELBOURNE, Florida, April 17, 2006 — Harris Corporation (NYSE: HRS) has signed a definitive agreement to acquire Optimal Solutions, Inc. (OSi), a privately held provider of air-time sales, traffic and billing software systems to over 350 call-letter broadcast stations in North America. The scalability of OSi’s Windows®-based platform is unmatched in the industry and can support a single call-letter station or scale to support the largest station groups and network/affiliate relationships with one software installation.
“The acquisition of OSi will further strengthen our portfolio and commitment to provide Total Content Delivery solutions to the industry,” said Howard Lance, chairman, president and chief executive officer of Harris Corporation. “OSi expands our capabilities in enterprise-wide software for managing and scheduling advertising and programming for broadcasters, and complements the Harris next-generation H-Class™ platform.” The H-Class™ platform will serve the diverse business models of broadcast networks, cable networks and media content providers as well as the emergence of new services such as IPTV, mobile TV, and on-demand video delivery.
“The combination of OSi and Harris will offer the industry unprecedented value — across the widest range of customers and business models,” said Ed Adams, president of OSi. “We are proud to add our software offering and talent to the Harris team. Both customers and employees will benefit from the size and resources of Harris, and the long-term commitment Harris has made to the media industry.”
OSi was founded in 1996 and is based in Kansas City, Missouri. Revenue for the 12 months ended March 31, 2006, was approximately $5 million and the company currently has approximately $27 million in revenue under contract. Harris will acquire OSi for approximately $32 million in cash, subject to customary closing conditions, and OSi’s shareholders may receive additional payments over the next three years if certain operating goals are achieved. The transaction is expected to close in early May. The acquisition is expected to be neutral to Harris fiscal year 2006 earnings per share, excluding acquisition-related charges, and accretive in fiscal year 2007.
Harris is an international communications and information technology company serving government and commercial markets in more than 150 countries. With headquarters in Melbourne, Florida, the company has annual sales of over $3 billion and more than 13,000 employees — including 5,500 engineers and scientists — dedicated to the development of best-in-class assured communications™ products, systems, and services. The company’s operating divisions serve markets for government communications, RF communications, broadcast communications, and microwave communications. Additional information about Harris Corporation is available at www.harris.com.
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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 the timing and anticipated benefits to the Company related to the acquisition of Optimal Solutions, Inc. 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, except as imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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