The proposed United Technologies Corp.-Raytheon merger has gained an unexpected opponent in billionaire hedge-fund activist Bill Ackman.
The megadeal, announced Sunday, also has gotten the attention of President Donald Trump, who questioned Monday whether it could affect supplier competition for the U.S. defense industry sector.
The deal is valued at $120 billion. The combined company has a proposed name of Raytheon Technologies Corp. and would be based in the Boston area.
Ackman is best known locally for the ill-fated $1 billion short bet against Herbalife Nutrition Ltd., which he withdrew from officially in February 2018. Herbalife has more than 750 employees in Winston-Salem.
Pershing Square Capital Management LP, Ackman’s hedge-fund group, said in an August regulatory filing that it owned 4.54 shares million of UTC as of June 30, 2018. That represented 0.6% of UTC’s 800.09 million outstanding shares.
The Wall Street Journal reported Tuesday that Ackman has sent a letter to UTC chairman and chief executive Gregory Hayes requesting the company not pursue the Raytheon deal in which UTC shareholders would hold a 57% stake.
Ackman wrote that it “makes no sense to us why you would consider a stock acquisition using today’s massively undervalued UTC common stock to buy a large business of inferior quality to the company’s existing businesses, and for which we cannot comprehend the strategic logic behind such a transaction.”
UTC said in a statement Wednesday that “we are confident that our shareholders will see the merits of this transaction and the value it brings to them and the company. We will be working diligently in the days and weeks ahead to make sure that the details of the transaction are presented to and fully understood by all shareholders.”
UTC had been under significant shareholder pressures for several months, particularly from billionaire hedge-fund activists Daniel Loeb and Ackman, to create three independent companies to generate higher revenue and profit levels.
In November, the completion of the $30 billion sale of Rockwell Collins Inc. to UTC was accompanied by an expected splitting of UTC into three separate companies. UTC retains the Pratt & Whitney aerospace business, plus adds Rockwell operations, including the 1,500-employee workforce in Winston-Salem.
It plans to spin off Otis, the world’s leading manufacturer of elevators, escalators and moving walkways, and Carrier, a global provider of HVAC, refrigeration, building automation, fire safety and security products. The spin-off into two publicly traded companies is projected to be completed by March 30.
Hayes and Tom Kennedy, Raytheon’s chairman and chief executive, made a joint presentation Monday on cable business channel CNBC to discuss the proposed merger. Kennedy would serve as chairman of the combined company for two years, while Hayes would be chief executive before succeeding Kennedy as chairman.
Trump’s comments to reporters Monday focused on whether a combined company would result in limiting the Pentagon’s ability to price-shop defense equipment and supplies.
“When I hear they are merging, does that take away more competition?” Trump asked. “It becomes one big fat beautiful company.
“But I have to negotiate, meaning the United States has to buy things. And does that make it less competitive? Because it is so already very less — it’s already not competitive.”
With CNBC host Jim Cramer saying of Trump “you know, he’s not really a detail guy,” Hayes responded by repeating the companies’ stance that it would be product agnostic in terms of sales.
“We are a systems provider across the entire commercial aerospace sector and the complete defense sector,” Hayes said.
“I think once he understands the benefits of this merger, in terms of what is going to do to reduce costs to the government, what it is going to do to improve the technology of the U.S. government and our defense profile, and what it is going to do for jobs in this country, I think he’s going to be supportive, as he has been for both of the companies over his administration.”
Kennedy said that the two companies have little competitive overlap in the defense sector.
“I don’t remember the last time we competed against United Technologies,” Kennedy said. “We do partner with them.
“They have some complimentary technologies we bring together with our technology to go to the marketplace.”
Kennedy said the companies plan to return some production to the U.S. as a result of their merger, which he said would mesh with Trump’s U.S. manufacturing strategy.
“We need to create more jobs in this country — more manufacturing-related jobs so we can take the economy even to the next step from what the president is driving to,” Kennedy said.
Both companies had pledged before Sunday to each create 10,000 jobs in U.S.
“At the same time, we are also trying to secure the sovereignty of our nation and the security of our nation,” Kennedy said.
“Not just on the defense side, but also on a civil air-side. And on the civil air-side, what we bring is our technologies and cyber security to help secure the civil air-side of our country. And then, on the military side, we bring our patriots and our missiles and our other capabilities to secure us from a defense perspective.”
The combined corporation would have $77 billion in 2019 pro forma sales.
Combined, UTC and Raytheon would have had $24.3 billion in U.S. defense spending in 2018, trailing second-place Boeing at $27.4 billion.
Closing the megadeal in the first-half of 2020 could be a challenging goal given that approval is required not only from shareholders, but also from several countries’ regulatory agencies, such as the U.S. Justice Department and China’s State Administration for Market Regulation.
Also likely to factor into regulatory negotiations is the trade war between China and the Trump administration.