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Harris Corporation's Microwave Communications Division And Stratex Networks, Inc. To Merge

MELBOURNE, Florida and SAN JOSE, California — Harris Corporation (NYSE:HRS) and Stratex Networks, Inc. (Nasdaq:STXN) today announced that they have signed a definitive agreement under which Harris' Microwave Communications Division and Stratex Networks will combine operations to form a new company named Harris Stratex Networks, Inc. With combined annual revenue of approximately $600 million, Harris Stratex Networks, Inc. will be the largest independent provider of wireless transmission network solutions and will have customers in over 150 countries.

Under terms of the agreement, Harris Corporation will contribute its Microwave Communications Division and $25 million of cash in exchange for approximately 56 percent ownership of the combined company. Stratex Networks shareholders will exchange their existing stock on a tax-free basis for approximately 44 percent ownership of the combined company. The transaction has been approved by the Boards of Directors of both companies and is expected to close in the next 3-4 months, subject to approval by Stratex Networks shareholders, regulatory approvals, and other customary closing conditions. It is expected that Harris Stratex Networks will be listed on the NASDAQ Global Market and will have a fiscal year ending June 30.

"This transaction will create a leading global communications solutions provider offering end-to-end wireless transmission solutions for mobile and fixed-wireless service providers and private networks. The new company's solutions offering will be the broadest in the industry including transport and access microwave radios, carrier-grade Ethernet transmission systems, network management software, and turnkey field services that include network planning, engineering and implementation," said Howard L. Lance, chairman, president and chief executive officer of Harris Corporation. "The combination of these two businesses brings together complementary global distribution channels and product offerings with minimal existing customer overlap, creating a much broader and more effective geographic footprint. Both companies have a reputation for quality and innovation as evidenced by two of the most technologically advanced product families in the industry — the Harris TRuepoint™ and the Stratex Networks Eclipse™. These product lines will continue to be supported and marketed by the new company. In addition, technology integration will provide significant potential for synergies and offer a unique value proposition for customers."

"Combining our businesses will create a powerful company in a growing market. The combination also allows for significant economies of scale, further opportunities for innovation, and an unmatched set of solutions," said Charles D. Kissner, chairman of Stratex Networks. "Investment in product development and sales and marketing will be leveraged across a much larger customer base. Leveraging the combined supply chain should significantly lower product costs through joint manufacturing initiatives. The new company will be a larger, more competitive, pure-play wireless technology company capable of achieving stronger financial performance than as two stand-alone companies. As a result, Harris Stratex Networks will have the financial capacity to invest in new technologies and adjacent wireless markets to fuel future growth. Innovation has been key to the improved performance these companies have achieved in the past few years, and we see this combination as enhancing that capability even more, building on clear, demonstrated momentum."

The Eclipse licensing program initiated by Stratex Networks in January 2006 will continue to be supported by a dedicated organization within the new company. This organization will ensure that business partners participating in licensing will receive focused attention as the program continues to expand.

Guy Campbell, president of Harris' Microwave Communications Division, will be appointed chief executive officer and lead a combined team of executives from both companies. Thomas Waechter, chief executive officer of Stratex Networks, will be appointed chief operating officer, and Sally Dudash, vice president and controller of Harris' Microwave Communications Division, will be appointed chief financial officer. The legal headquarters of the new company will be at the current headquarters site of the Harris Microwave Communications Division in Research Triangle Park, North Carolina, with headquarters functions both there and at the current site of Stratex Networks headquarters in San Jose, California. The nine-member Board of Directors of Harris Stratex Networks will consist of a majority of independent directors, and will include four current directors of Stratex Networks, including Charles Kissner who will serve as non-executive chairman. Five of the directors will be nominated by Harris and will include Guy Campbell and Howard Lance.

Harris Corporation will consolidate the results of Harris Stratex Networks in its financial statements and reflect minority interest for the portion of the company that it will not own. The combination of the two businesses is projected to generate approximately $35 million in annual pre-tax product cost and expense synergies that are expected to be achieved in fiscal year 2008. The transaction is expected to be neutral to Harris Corporation earnings per share in fiscal year 2007 and accretive by approximately $.07 per diluted share in the fiscal year ending June 2008, excluding a one-time gain as a result of the transaction and acquisition and integration expenses. The transaction is expected to be slightly accretive to Stratex Networks earnings per share in fiscal year 2007 and accretive by approximately $.08 per diluted share in fiscal year 2008, excluding acquisition and integration expenses.

Conference call and webcast
A joint conference call with a presentation and discussion of this transaction will be held at 5 p.m. Eastern Time, September 5, 2006. The conference call will be broadcast live via the Internet through the Harris Corporation Investor Relations website at or the Stratex Networks Investor Relations website at Presentation materials for the call will be available for viewing at both the Harris and Stratex Networks Investor Relations websites. Those wishing to participate in the conference call via the telephone may dial-in at 719-457-2633, access code: 2234294. The telephone replay will be available from 8:00 p.m. Eastern Time on September 5, 2006 through midnight, Eastern Time on Tuesday, September 12, 2006 by dialing 719-457-0820, access code: 2234294. The conference call replay will also be available via webcast through the Harris Investor Relations website at and the Stratex Investor Relations website at

About Stratex Networks
Stratex Networks is one of the world's leading providers of high-speed wireless transmission solutions. Since it was founded in 1984, Stratex has achieved international recognition for quality, innovation, and technical superiority in delivering data, voice, and video communication systems, including comprehensive service and support. Stratex, with its broad product offering and worldwide sales and support organization, is strategically positioned to serve its customers' needs in wireless high-capacity transmission technology.

About Harris Microwave Communications Division
The Microwave Communications Division is one of four operating segments of Harris Corporation and is recognized as a global leader in point-to-point microwave digital radio communications, serving customers in more than 150 countries. It has a singular focus on wireless transmission systems and delivers complete wireless solutions and network and engineering services. Microwave Communications provides solutions for global public and private telecommunications network operators, public safety operators, utility and transportation companies, government agencies, and broadcasters. Microwave Communications has served the wireless communications market for close to five decades.

About Harris Corporation
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 $3.5 billion and nearly 14,000 employees — including more than 6,000 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.

Jueves, 07 Septiembre, 2006 - 11:56
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