November 21, 2019

Press Release

B/E Aerospace stockholders approve merger with Rockwell Collins

| 3/10/2017

WELLINGTON, Fla.-- B/E Aerospace, Inc. (NASDAQ:BEAV), the world's leading manufacturer of aircraft cabin interior products, announced that B/E Aerospace stockholders voted in favor of the proposal to adopt the previously announced Agreement and Plan of Merger, dated October 23, 2016 (the "Merger Agreement"), by and among B/E Aerospace and Rockwell Collins, Inc. (NYSE:COL) at a special meeting of stockholders held on March 9, 2017 at the Hilton Palm Beach Airport in West Palm Beach, Florida.

At the special meeting, approximately 99% of all votes cast, which represents approximately 79% of all outstanding shares on January 18, 2017, the record date for the special meeting, were voted in favor of the proposal to adopt the Merger Agreement.

Under the terms of the Merger Agreement, each share of B/E Aerospace common stock issued and outstanding immediately prior to the effective time of the merger will be canceled and automatically converted into the right to receive $34.10 in cash, without interest, and 0.3101 of a share of Rockwell Collins common stock, subject to a 7.5% collar. Based upon Rockwell Collins closing price of $97.65 on March 8, 2017, the total implied value for each B/E Aerospace share is $64.38.

The merger is subject to certain additional customary closing conditions, including receipt of regulatory approvals in certain jurisdictions. The merger is expected to close during the spring of 2017.

A full description of the proposed merger is included in the proxy statement for the special meeting, which is available without charge through the Securities and Exchange Commission website at www.sec.gov. You may also obtain copies of documents filed by B/E Aerospace with the SEC on B/E Aerospace's Internet website at http://www.beaerospace.com under the tab "Investor Relations," then under the tab "Reports & SEC Filings."


About B/E Aerospace, Inc.

B/E Aerospace is the world's leading manufacturer of aircraft cabin interior products. B/E Aerospace designs, develops and manufactures a broad range of products for both commercial aircraft and business jets. B/E Aerospace manufactured products include aircraft cabin seating, lighting systems, oxygen systems, food and beverage preparation and storage equipment, galley systems, and modular lavatory systems. B/E Aerospace also provides cabin interior reconfiguration, program management and certification services. B/E Aerospace sells and supports its products through its own global direct sales and product support organization. For more information, visit the B/E Aerospace website at www.beaerospace.com.

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Tags: Manufacturing/Distribution, Technology/Innovation

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