Shareholders Decry Pending Merger of L3 Tech With Parent Company

Investors claim in a class action against military and homeland security electronic systems supplier L3 Technologies that the company made omitted crucial information in the run-up to a merger with parent company Harris Technologies.

L3 supplies communications, surveillance and reconnaissance systems to the U.S. military and commercial aviation as well as defense technologies including electro-optical, infrared, night vision and weapons.

The class action, filed in the District Court of Delaware by lead plaintiff Michael Kent, claims the company entered into to a parent merger while omitting key information from a registration statement with the Securities and Exchange Commission, including Harris’ financial projections and analyses performed by Goldman Sachs.

Omissions from Goldman Sachs’ assessment allegedly include the dividends per share to be paid to shareholders for the next three years, according to the complaint.

“The disclosure of projected financial information is material because it provides stockholders with a basis to project the future financial performance of a company, and allows stockholders to better understand the financial analyses performed by the company’s financial advisor in support of its fairness opinion,” shareholders claim in the 11-page complaint.

L3 shareholders were offered 1.3 shares of parent stock for their existing shares of L3 under the merger agreement. The merger will make Harris Technologies the 10th largest defense company in the world, according to the complaint.

The class seeks to halt the planned merger or rescind it.

The class is represented by Brian Long and Gina Serra of Rigrodsky Long in Wilmington, DE and Richard Maniskas in Berwyn, PA.                 

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