CLEVELAND and WHIPPANY, N.J., Nov.
19, 2015 /PRNewswire/ -- TransDigm Group Incorporated
("TransDigm") (NYSE: TDG) and Breeze-Eastern Corporation
("Breeze-Eastern") (NYSE MKT: BZC) today announced a definitive
merger agreement providing for Breeze-Eastern to become an indirect
wholly-owned subsidiary of TransDigm. TransDigm and Breeze-Eastern
both design, manufacture and supply highly engineered aircraft
components.
Under the terms of the agreement, a subsidiary of TransDigm will
commence a tender offer to acquire all of the outstanding shares of
Breeze-Eastern common stock for $19.61 per share in cash, in a transaction valued
at approximately $206 million.
Following the purchase of shares through the tender offer,
TransDigm will complete the transaction by acquiring all remaining
shares not acquired in the offer through a merger at the same price
as the tender offer. The transaction will be funded with
TransDigm's cash on hand and is not subject to any financing
condition. The merger agreement was unanimously approved by the
Board of Directors of Breeze-Eastern.
W. Nicholas Howley, Chairman and
Chief Executive Officer of TransDigm, stated, "Breeze-Eastern
pioneered the technology for helicopter rescue hoists and cargo
winches and subsequently became a leading global designer and
manufacturer of highly engineered, proprietary rescue hoists,
winches and cargo hooks, as well as weapons-handling systems
equipment, which currently can be found on all types of military
and civilian aircraft. Major customers include Sikorsky,
Boeing, AgustaWestland, Airbus and the U.S. Government, serving
such platforms as the UH-60 Blackhawk, CH-47 Chinook, Airbus A400M
transport, HH-65 Dolphin and AW-139 series helicopter. About 75% of
Breeze-Eastern's total revenue is derived from military markets and
70% from aftermarket products, with the vast majority being from
proprietary products. We are pleased to have an agreement to
acquire Breeze-Eastern given that the proprietary nature of these
products, along with significant aftermarket content, fits well
with our overall business strategy."
Brad Pedersen, Breeze-Eastern's
President and CEO, added, "We believe Breeze-Eastern will be an
excellent addition to the TransDigm portfolio of companies, as our
products, business model, strategy and focus are closely
aligned. Being part of a larger aerospace company will allow
for further growth opportunities and provide resources for
Breeze-Eastern to continue developing the highly engineered
life-saving products that we're known for today. On account
of this, we believe the transaction positions Breeze-Eastern well
for the future and is good news for Breeze-Eastern's stockholders,
employees, customers and suppliers. We are proud of our
history and accomplishments and look forward to our future together
with TransDigm."
Under the terms of the merger agreement, the parties anticipate
that TransDigm will commence a cash tender offer for all of the
outstanding shares of Breeze-Eastern on or before December 3, 2015. The tender offer will not
be closed until conclusion of the "go shop" period described
below. TransDigm's obligation to accept and purchase
Breeze-Eastern common stock tendered pursuant to the offer will be
subject to customary closing conditions, including the valid tender
of a majority of the outstanding shares of Breeze-Eastern common
stock and the expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act.
As contemplated by the merger agreement, Breeze-Eastern, with
the assistance of its independent advisors, will solicit superior
proposals from third parties during the next 40 days.
Breeze-Eastern does not anticipate disclosing any developments
regarding this process unless and until its Board of Directors
makes a decision with respect to a potential superior
proposal. There is no assurance that this process will result
in a superior proposal. TransDigm will terminate its tender
offer if Breeze-Eastern accepts a superior proposal and terminates
the merger agreement in accordance with its terms.
Advisors
Baker & Hostetler LLP is acting as legal advisor to
TransDigm. Harris Williams
& Co. is acting as financial advisor and Freshfields Bruckhaus
Deringer US LLP is acting as legal advisor to Breeze-Eastern.
About TransDigm
TransDigm Group, through its wholly-owned subsidiaries, is a
leading global designer, producer and supplier of highly engineered
aircraft components for use on nearly all commercial and military
aircraft in service today. Major product offerings,
substantially all of which are ultimately provided to end-users in
the aerospace industry, include mechanical/electro-mechanical
actuators and controls, ignition systems and engine technology,
specialized pumps and valves, power conditioning devices,
specialized AC/DC electric motors and generators, NiCad batteries
and chargers, engineered latching and locking devices, rods and
locking devices, engineered connectors and elastomers, cockpit
security components and systems, specialized cockpit displays,
aircraft audio systems, specialized lavatory components, seatbelts
and safety restraints, engineered interior surfaces and related
components, lighting and control technology, military personnel
parachutes and cargo loading, handling and delivery systems.
About Breeze-Eastern Corporation
Breeze-Eastern Corporation is a leading global designer and
manufacturer of high performance lifting and pulling devices for
military and civilian aircraft, including rescue hoists, winches
and cargo hooks, and weapons-lifting systems. The Company
employs approximately 172 people at its facility in Whippany, New Jersey and in Fredericksburg, Virginia.
IMPORTANT INFORMATION ABOUT THE TENDER OFFER
This press release is not an offer to purchase or a solicitation
of an offer to sell securities of Breeze-Eastern. The planned
tender offer by TransDigm for all of the outstanding shares of
common stock of Breeze-Eastern has not been commenced. On
commencement of the tender offer, TransDigm will mail to
Breeze-Eastern stockholders an offer to purchase and related
materials and Breeze-Eastern will mail to its stockholders a
solicitation/recommendation statement with respect to the tender
offer. TransDigm will file its offer to purchase with the
Securities and Exchange Commission (the "SEC") on Schedule TO, and
Breeze-Eastern will file its solicitation/recommendation statement
with the SEC on Schedule 14D-9. BREEZE-EASTERN STOCKHOLDERS
ARE URGED TO READ THESE MATERIALS CAREFULLY WHEN THEY BECOME
AVAILABLE, SINCE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
TERMS AND CONDITIONS OF THE OFFER. Breeze-Eastern
stockholders may obtain a free copy of these materials (when they
become available) and other documents filed by TransDigm or
Breeze-Eastern with the SEC at the website maintained by the SEC at
www.sec.gov. These materials also may be obtained (when they
become available) for free by contacting the information agent for
the tender offer (when one is selected).
Some of the statements in this press release constitute
forward-looking statements. These statements are related to
the expected timing, completion and effects of the proposed
transaction or other future events, and may be identified by
terminology such as "may," "will," "should," "expects,"
"scheduled," "plans," "intends," "anticipates," "believes,"
"estimates," "potential," or "continue," or the negative of such
terms, or other comparable terminology. These statements are
only predictions and are subject to risks and uncertainties that
could cause actual results to differ materially from those
expressed in the forward-looking statements.
Breeze-Eastern and TransDigm might not be able to complete
the proposed transaction on terms described above, other acceptable
terms or at all because of a failure to satisfy closing conditions,
or other factors. Breeze-Eastern and TransDigm make no
promise to update any forward-looking statement, whether as a
result of changes in underlying factors, new information, future
events or otherwise.
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Media / Investor
Contacts
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For TransDigm Group
Incorporated
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For Breeze-Eastern
Corporation
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TransDigm Group Incorporated
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Breeze-Eastern Corporation
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Liza Sabol
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Chris Witty
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Investor Relations
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Investor Relations
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(216) 706-2945
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(646) 438-9385
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ir@transdigm.com
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cwitty@darrowir.com
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SOURCE TransDigm Group Incorporated