Harris Corporation
Filed by Harris Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Harris Stratex Networks, Inc.
(Registration File No. 333-137980)
This filing consists of certain communications made in connection with the announcement of a
Formation, Contribution and Merger Agreement, dated as of September 5, 2006, between Harris
Corporation and Stratex Networks, Inc.
Set forth below is the transcript of a portion of the presentation made by Howard Lance, Chairman,
President and Chief Executive Officer of Harris Corporation at the Credit Suisse Aerospace and
Defense Finance Conference on December 5, 2006, which portion relates to the potential combination
of the Microwave Communications Division of Harris Corporation and Stratex Networks, Inc.:
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication constitute forward-looking statements. Forward-looking
statements in this release include, but are not limited to, the expected benefits and costs of the
transaction; the anticipated timing of completion of the transaction; any projections of earnings,
revenues, cost of goods sold, expenses, synergy, accretion, margins or other financial terms; any
statements of plans, strategies, objectives, market penetration, and any statements of expectation
or belief. 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. Actual results
could differ materially from those projected or forecast in the forward-looking statements. The
factors that could cause actual results to differ materially include the following: the possibility
that the parties may be unable to achieve expected synergies and operating efficiencies in the
proposed transaction within the expected time-frames or at all; integration of the operations of
Harris Microwave Communications Division with those of Stratex Networks now may be more difficult,
time-consuming or costly than expected and may not be as successful as the parties anticipate;
revenues of the combined business following the transaction may be lower than expected; operating
costs, customer loss and business disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or suppliers) of the combined business
may be greater than expected following the transaction; the ability to retain key employees in
Harris Microwave Communications Division and at Stratex Networks subsequent to the completion of
the transaction; the conditions to the completion of the transaction may not be satisfied;
regulatory approvals that might be required for the transaction might not be obtained on the terms
expected and obtaining any such approvals or any other necessary regulatory reviews may not occur
on the anticipated schedule; the parties ability to meet expectations regarding the timing,
completion and accounting and tax treatments of the transaction; Harris Microwave Communications
Division and Stratex Networks are subject to intense competition; the failure of either Harris
Microwave Communication Division or Stratex Networks to protect its intellectual property rights
may weaken the competitive position of the combined company; in the future third parties may assert
claims, including intellectual property infringement claims that could materially adversely affect
the operating results of the combined company; as well as other factors discussed in Risk Factors
under Item 1A. of Stratex Networks Annual Report on Form 10-K for the most recently ended fiscal
year and Stratex Networks other filings with the SEC (which may also be applicable to Harris
Microwave Communication Division), which are available at http:// www.sec.gov . No person assumes
any obligation to update the information in this document, except as otherwise required by law.
Investors are cautioned not to place undue reliance on these forward-looking statements that speak
only as of the date hereof.
Additional Information and Where to Find It
This communication is for informational purposes only. In connection with the transaction, Harris
Stratex Networks, Inc. has filed a registration statement on Form S-4, which includes a preliminary
proxy statement/prospectus, with the Securities and Exchange Commission (SEC).
This communication may be deemed to be solicitation material in respect of the proposed combination
of Harris Microwave Communications Division with Stratex Networks. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSCEPTUS AND ALL OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. The definitive proxy statement/prospectus will be mailed to the stockholders
of Stratex Networks. Investors and security holders will be able to obtain the documents free of
charge at the SECs web site, http://www.sec.gov. Copies of the definitive proxy
statement/prospectus and the filings with the SEC that will be incorporated by reference in the
proxy statement/prospectus may also be obtained when available, without charge, by directing a
request to Stratex Networks, Inc., 120 Rose Orchard Way, San Jose, CA 95134, Attention: Office of
the Secretary, or to Harris Corporation, 1025 West NASA Blvd., Melbourne, FL 32919, Attention:
Office of the Corporate Secretary.
Participants in Solicitation
Stratex Networks, Harris Corporation and their respective directors and executive officers and
other persons may be deemed to be participants in the solicitation of proxies from the Stratex
Networks stockholders in respect of the proposed transaction. Information about the directors and
executive officers of Stratex Networks is set forth in the proxy statement for Stratex Networks
2006 Annual Meeting of Stockholders, which was filed with the SEC on July 10, 2006. Information
about the directors and executive officers of Harris is set forth in the proxy statement for
Harris 2006 Annual Meeting of Stockholders, which was filed with the SEC on September 18, 2006.
Investors may obtain additional information regarding the interest of such participants by reading
the definitive proxy statement/prospectus regarding the acquisition when it becomes available.
Use of Non-GAAP Financial Measures
It is important to recognize that in certain instances in this presentation we have adjusted actual
financial results, prepared in accordance with generally accepted accounting principles (GAAP),
for certain items, including special items (which are defined as items not related to the ongoing,
underlying business or which in our view distort comparability of results). We have also provided
earnings estimates in terms of adjusted earnings, excluding special items and transaction-related
expenses. We believe that the resulting adjusted, non-GAAP information provides a picture of
results that is comparable among periods since it excludes the impact of items, the size and nature
of which can make period to period comparisons difficult and potentially confusing. However,
investors should note that non-GAAP measures involve judgments by management. We note that such
information is not in accordance with GAAP and should not be viewed as an alternative to GAAP
information. A reconciliation of adjusted information to GAAP is included either on the slide
where the information appears or in the appendix to this presentation. These slides are only
intended to be reviewed in conjunction with the oral presentation to which they relate.
TRANSCRIPT
Let me close by talking a little bit about our Microwave Division. Were in the process of
implementing a transaction in the Microwave Business thats going to really change the game in this
business going forward.
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And that is that we are taking our microwave business and we are merging it with a public
company, Stratex Networks, that is similarly focused on the global microwave market. Were doing
this to achieve several things.
Number one, scale. Almost twice the revenue of our business will be achieved, and more than
twice of our international revenue. And Ill show you a few slides on that.
We think that scale is going to not only allow us to drive significant top line growth, but to
leverage a lot of the fixed cost required to serve this competitive market.
And we will be able to offer a much broader product line. Again, thats a theme youve heard
now as I talk about our different businesses. We believe in moving into expanding markets, making
sure you have adequate scale, and having as broad a product line as possible to be relevant to your
customers. These two companies are largely complimentary in their product line, and so that offers
a significant increase.
The transaction overview is shown here, so well put these two companies together. Harris
will maintain a 56 percent ownership in the combined companies, which will be publicly traded on
NASDAQ as Harris-Stratex Networks.
We have a two-year standstill, beyond that it gives us flexibility to do what we think will
maximize value from this investment for our shareholders, by either taking a larger position or
taking a smaller position.
So we expect the close of the transaction to be around mid January. The new company will be
on the same fiscal year as Harris. We will consolidate all of its result as a majority controlling
entity. And then eliminate out 44 percent as minority interest that we dont want to own.
This is a transaction that is creating value both for existing Stratex shareholders, as well
as Harris shareholders. And will be immediately accreted to us, even in our partial fiscal year.
The new and the partial fiscal year accreted in the fiscal year starting in 2008.
The nine member board will be controlled with five members appointed by Harris. I will sit on
the board. Were appointing the CEO and the CFO. And, again, we expect this transaction to close
around the middle of January.
I talked about some key reasons were doing this. Were competing, as youll see in a moment,
with large global competitors. We have a very strong, significant position in North America, but
not as strong a position internationally.
Stratex Networks, on the other hand, is a 100 percent focused outside of the US, and so
together we have a much stronger significant focus, a much broader product line to compete. As
well as to utilize that sale to identify and take out what we think is about $35 to $40 million of
cost synergy, both in product cost as well in overhead costs.
Just taking a look at revenue, initially on the last twelve month basis would be about $600
million. But on a regional basis, you can see how the merging of the two companies will change
some of the economics.
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Were focused in North America with a $175 million in revenue in the last twelve months. They
only have about a $11 million. But move to the Middle East and Africa, we roughly double our
penetration where were both major players there. But you go to Eastern Europe and Russia, you go
to Latin America, you go to Asia Pacific, theyre a much larger player, and so together we pick up
significant scale.
This is going to be a growth market for the next several years as investments are made, both
to add network capacity in markets that are just developing, but also to expand capacity in
developed markets for new audio and video mobile services.
There are different aspects to what you need in a microwave radio just primarily for the back
haul, that is voice data or video transmitting from the tower back onto core the network. Its the
predominant method of choice outside US for doing back haul.
And, as you might guess, they utilize various sizes and frequency of radios, depending on how
much data and or voice you want to transmit, and over what distance. The bottom line of this chart
is that the combined company has offerings across the entire spectrum.
And were expecting market growth in the eight to ten percent area. The bottom line is
usually the economics in mergers like this. So what we have shown on this slide is the last twelve
months performance of Harris Microwave segment and Stratex Network.
The key point I would draw your attention to is individually operating margins in the five
moving toward ten percent range. The combined company I believe is 15 percent operating income is
very achievable, while at the same time achieving a double digit top line growth.
And you can see, again, improvement in the gross margin. Its going to drive a significant
amount of that profit improvement by leveraging the supply chain to almost two-X of the volume, and
taking advantage of Stratexs outsourcing model.
They have outsourced all of their manufacturing. We have outsourced only about 20 percent of
our manufacturing to low cost producers, primarily in Asia. And so together well be able to
leverage that to a much lower cost supply chain.
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