United Technologies Corp is negotiating final terms of an all-cash acquisition of aircraft components maker Goodrich Corp with the goal of reaching a deal in the next few days, people familiar with the matter said on Tuesday.

General Electric Co and Honeywell International Inc , which were seen as the only possible contenders big enough to buy Goodrich, are unlikely to enter a bidding war against United Tech, according to several people familiar with the companies' thinking.

Sources familiar with the discussion between United Technologies and Goodrich declined to elaborate on the likely price, and cautioned that the talks could still fall apart.

JPMorgan Chase & Co is advising United Tech and also offering financing, while Goodrich is being advised by Credit Suisse Group AG and Citigroup Inc , the sources said.

An acquisition of Goodrich, which has a market capitalization of about $14 billion, would be the biggest deal in a decade for United Technologies, which makes Pratt & Whitney aircraft engines, Otis elevators and Carrier heating and air conditioning systems.

Adding Goodrich would help United Technologies build critical mass in aerospace as rising demand for fuel-saving aircraft spurs airline orders.

At the same time, new aircraft programs such as the Boeing Co 787 Dreamliner and Airbus A320neo -- which Goodrich supplies -- are set to ramp up production.

Goodrich could also provide a buffer for United Technologies as some of its units face headwinds because of a declining defense spending outlook.

Reuters first reported on Friday that United Tech was lining up financing of $10 billion to $20 billion for a takeover of a U.S. company.

Goodrich shares closed 3.9 percent higher at $111.82 on the New York Stock Exchange, while United Tech rose 0.6 percent to $76.01.

Representatives of United Technologies, Goodrich, Honeywell and GE declined to comment. JPMorgan, Citi and Credit Suisse also declined to comment.

(Reporting by Soyoung Kim and Paritosh Bansal in New York and Philipp Halstrick in Frankfurt; Additional reporting by Scott Malone in Crotonville, New York; Editing by Andre Grenon and Ted Kerr)

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