Activist investor Dan Loeb came out against United Technologies Corp’s proposed tie-up with Raytheon Co, saying the “ill-conceived” deal makes neither financial nor strategic sense.
The chief executive officer of Third Point, whose hedge fund owns a stake in United Technologies worth about $836mn, plans to vote against the deal, Loeb said in a letter to the company’s board. The agreement undervalues United Technologies’ aerospace unit and CEO Greg Hayes is pushing ahead for the wrong reasons, he said.
“Since there is no strategic or financial rationale for this transaction, we can only conclude that the merger was motivated by empire building and Mr. Hayes’ desire to extend his already long overdue tenure as head of a Fortune 100 company,” Loeb said in the letter released on Friday, confirming a report in Bloomberg News.
Third Point invested in United Technologies in part because Hayes had promised that its plan to break up into three parts would lead to an orderly CEO transition over the next year or two and a potential upgrade in management, Loeb said.
“We were alarmed to learn that Hayes signed a new sweetheart employment agreement that would entrench him for another half a decade ultimately as both CEO and chairman of the board,” Loeb said. “We believe this to be a case of disastrously bad corporate governance.”
Raytheon fell 2.2% to $174.09 on Friday in New York, the biggest decline on an S&P index of aerospace and defence stocks. United Technologies rose less than 1%.
While United Technologies welcomes the opinions of shareholders, it disagrees with Third Point’s “assertions and conclusions,” the company said in a statement.
The board unanimously approved the deal following a thorough review and other investors recognize the merit of the transaction, United Technologies said.
“We remain focused on executing the transaction, and continue to expect that the transaction will close in the first half of 2020,” it said.
A representative for Raytheon didn’t respond to a request for comment.
Reaction to the Raytheon tie-up has been thoroughly mixed, with both companies’ shares falling slightly since the deal was announced on June 9, trailing the broader market. 
While analysts at Cowen and Vertical Research Partners have upgraded United Technologies recently, Agency Partners in a June 10 note called the merger “illogical” and said that “it is hard to avoid the conclusion that this deal is about size for size sake.” 
United Technologies and Raytheon are facing increasing pressure to explain the “economic rather than just strategic benefits” of the combination, Nicholas Heymann, an analyst with William Blair & Co, said on Friday in an interview. 
“They’re going to have to come up with a lot more granularity about the value of this transaction for shareholders.” Investor opposition would appear to be the biggest threat to the deal. Analysts expect limited pushback from antitrust regulators given the small overlap between United Technologies and Raytheon. The Pentagon has begun reviewing the deal and will submit its views to the Justice Department or the Federal Trade Commission.
United Technologies plans to spin off the non-aerospace operations that make elevators and air conditioners before the deal closes.
Loeb remained unconvinced of the strategic rationale for transaction, which management has said is primarily focused on technology.
“We can appreciate why Raytheon is interested in UTC technology to further its competitive position in areas including hypersonics, directed energy weapons, and air traffic management,” he said. 
“However, Raytheon brings very little applicable technology to UTC’s aerospace offerings.” Raytheon’s cyber and data analysis, for example, could be replicated through commercial relationships or supply agreements, he said. He pointed to similar arrangements between General Electric Co and Safran as well as Airbus and Palantir Technologies.
Loeb also questioned the timing of the deal and valuation ascribed to the remaining aerospace business. He said the deal undervalues aerospace division at roughly $80 a share. He believes it would be worth $115 apiece after stripping out $1.1bn in expected losses. The company should wait until after the breakup before pursuing a deal as well because the shares were trading at a “heavily discounted valuation,” Loeb said.
The projected free cash flows and synergies didn’t justify the need for the transaction, he said, adding that the combined company would also trade at a lower multiple than United Technologies would on its own.
“The merged entity will likely trade on a defence multiple when defence is out of favour and trade on an aerospace multiple when aerospace is out favour,” he said.
He also called the timing of deal “irresponsible” and said it introduced unnecessary risk at a time when United Technologies is in the midst of integrating Rockwell Collins and splitting up the remaining parts of the company. He said he was worried that it may have already distracted from efforts to find a suitable partner for its Carrier unit.