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Raytheon Company Recommends Rejection of Below-Market Mini-Tender Offer for Raytheon Shares by TRC Capital Corporation

WALTHAM, Mass., Dec. 22, 2010 /PRNewswire/ -- Raytheon Company (NYSE: RTN) has received notice of an unsolicited "mini-tender offer" by TRC Capital Corporation to purchase from Raytheon Company shareholders up to two million shares of Raytheon Company common stock, representing approximately 0.5 percent of Raytheon's outstanding shares, at a price of $43.00 per share in cash. TRC Capital's offer price represents approximately a 4.4 percent discount to the $44.96 closing price of Raytheon's shares on December 20, 2010, the day prior to the date the offer commenced.  

This mini-tender offer is not in any way related to, and will have no impact on, Raytheon's proposed acquisition of Applied Signal Technology, Inc.

Raytheon does not endorse TRC Capital's offer and recommends that Raytheon shareholders do not tender their shares in response to the offer because it is a mini-tender offer at a price below the current market price for Raytheon's shares and subject to numerous conditions.  Raytheon urges shareholders to obtain current market quotations for their shares, review the conditions to the offer, consult with their broker or financial adviser, and exercise caution with respect to TRC Capital's offer.  Raytheon is not affiliated or associated in any way with TRC Capital, its mini-tender offer or the offer documentation.  

According to TRC Capital's current offer documents, Raytheon shareholders who have already tendered their shares may withdraw their shares at any time prior to 12:01 a.m., New York City time, on Friday, January 21, 2011, the expiration date set forth in the offer documents, by following the procedures described in the offer documents.

TRC Capital has made many similar mini-tender offers for shares of other companies. Mini-tender offers are designed to seek to acquire less than five percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission (SEC) that apply to offers for more than five percent of a company's outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.

The SEC has cautioned investors about these offers, noting that "some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's Investor Tips regarding mini-tender offers may be found on the SEC's website at www.sec.gov/investor/pubs/minitend.htm.

Raytheon encourages broker and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and Information Memo Number 01-27 issued by the NYSE on Sept. 28, 2001, regarding the dissemination of mini-tender offer materials, which can be found on the NYSE's Website at www.nyse.com.

Raytheon requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's offer.

Raytheon Company, with 2009 sales of $25 billion, is a technology and innovation leader specializing in defense, homeland security and other government markets throughout the world. With a history of innovation spanning 88 years, Raytheon provides state-of-the-art electronics, mission systems integration and other capabilities in the areas of sensing; effects; and command, control, communications and intelligence systems, as well as a broad range of mission support services. With headquarters in Waltham, Mass., Raytheon employs 75,000 people worldwide.

Media Contact

Jon Kasle


Investor Relations Contact

Todd Ernst


SOURCE Raytheon Company

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