Large Firm Sophistication – Small Firm Values

Andre Springer

Exelis Inc.

EXELIS INC. MERGER INVESTIGATION ALERT - Andrews & Springer LLC Is Seeking More Cash for Shareholders of Exelis Inc.

(Wilmington, DE) Andrews & Springer LLC, a boutique securities class action law firm focused on representing shareholders nationwide, is investigating potential breach of fiduciary duty claims against the Board of Directors of Exelis Inc. (“Exelis” or the “Company”) relating to the sale of the Company to Harris Corporation (“Harris”). On February 6, 2015, the two companies announced the signing of a definitive merger agreement pursuant to which Harris will acquire Exelis in a merger worth $4.75 billion. As a result of the merger, Exelis shareholders are only anticipated to receive $16.625 per share in cash and 0.1025 shares of Harris in exchange for each share of Exelis. 

Andrews & Springer’s investigation focuses on the inadequate consideration that Exelis shareholders are expected to receive. While the deal is advertised as offering a premium for Exelis shareholders, the merger offers almost no premium when compared to the Company’s 52-week high. Moreover, the 0.1025 fixed exchange ratio restricts the value that Exelis shareholders are expected to receive by exposing shareholders to the volatility of Harris’s share price. Following the merger, Exelis shareholders are expected to be substantially diluted, owning only 15% of the combined company.

Andrews & Springer is investigating whether Exelis directors are breaching their fiduciary duties by failing to adequately shop the company and maximize shareholder value. Andrews & Springer is also investigating the fairness of the sales process conducted by Exelis’ financial advisor, J.P. Morgan Securities LLC.

If you own shares of Exelis and want to receive additional information and protect your investments free of charge, please visit us at http://www.andrewsspringer.com/cases-investigations/XLS or contact Craig J. Springer, Esq. at cspringer@andrewsspringer.com, or call toll free at 1-800-423-6013. You may also follow us on LinkedIn – www.linkedin.com/company/andrews-&-springer-llc, Twitter – www.twitter.com/AndrewsSpringer or Facebook - www.facebook.com/AndrewsSpringer for future updates. 

Andrews & Springer is a boutique securities class action law firm representing shareholders nationwide who are victims of securities fraud, breaches of fiduciary duty or corporate misconduct. Having formerly defended some of the largest financial institutions in the world, our founding members use their valuable knowledge, experience, and superior skill for the sole purpose of achieving positive results for investors. These traits are the hallmarks of our innovative approach to each case our Firm decides to prosecute. For more information please visit our website at www.andrewsspringer.com. This notice may constitute Attorney Advertising.