NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT FALLING
UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE").
FOR IMMEDIATE RELEASE
7th September 2021
CLEVELAND, Sept. 7, 2021 /PRNewswire/ -- TransDigm Group
Incorporated (NYSE:TDG) announced today that after careful
consideration, it does not intend to make a firm offer for Meggitt
PLC.
TransDigm Chairman W. Nicholas
Howley stated, "We have long admired and studied the Meggitt
business and believed that a combination between the two companies
could provide value to investors of both companies. However, based
on the quite limited due diligence information that was made
available and the resulting uncertainties, TransDigm could not
conclude that an offer of 900 pence
per Meggitt share would meet our long-standing goals for value
creation and investor returns. TransDigm and our advisers put
substantial time, effort, resources and expense into evaluating a
potential transaction. We reached a memorandum of understanding
with the Meggitt Pension Plan trustees, arranged the necessary
financing for the acquisition which we anticipated would position
us roughly in the range of leverage levels that we have used
historically for larger acquisitions, and communicated our
willingness to make commitments to HM Government comparable to
those offered by the other bidder for Meggitt. However,
consistent with our disciplined approach to capital allocation, we
make acquisitions only when we see a clear path to achieving our
investment return goals with a reasonable degree of certainty."
Under Note 2 on Rule 2.8 of the Code, TransDigm (and any person
acting in concert with it) reserves the right to set aside the
restrictions in Rule 2.8 of the Code in the following
circumstances: (i) with the agreement of the board of directors of
Meggitt if such agreement is given after the offer announced by
Parker-Hannifin Corporation is withdrawn or lapses; (ii) if a third
party announces a firm intention to make an offer for Meggitt;
(iii) if Meggitt announces a "whitewash" proposal (as described in
Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a
reverse takeover (as defined in the Code); or (iv) if there is a
material change of circumstances (as determined by the Panel on
Takeovers and Mergers).
A copy of this announcement will be available on TransDigm's
website at www.transdigm.com.
About TransDigm Group
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, batteries and chargers, engineered latching and locking
devices, engineered rods, engineered connectors and elastomer
sealing solutions, databus and power controls, cockpit security
components and systems, specialized and advanced cockpit displays,
engineered audio, radio and antenna systems, specialized lavatory
components, seat belts and safety restraints, engineered and
customized interior surfaces and related components, advanced
sensor products, switches and relay panels, thermal protection and
insulation, lighting and control technology, parachutes, high
performance hoists, winches and lifting devices, and cargo loading,
handling and delivery systems.
Forward-Looking Statements
Statements in this press
release that are not historical facts are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Words such as "believe," "may," "will,"
"should," "expect," "intend," "plan," "predict," "anticipate,"
"estimate," or "continue" and other words and terms of similar
meaning may identify forward-looking statements. All
forward-looking statements involve risks and uncertainties that
could cause TransDigm Group's actual results to differ materially
from those expressed or implied in any forward-looking statements
made by, or on behalf of, TransDigm Group. These risks and
uncertainties include but are not limited to: the impact that the
COVID-19 pandemic has on the TransDigm Group's business, results of
operations, financial condition and liquidity; the sensitivity of
TransDigm Group's business to the number of flight hours that its
customers' planes spend aloft and its customers' profitability,
both of which are affected by general economic conditions; future
geopolitical or other worldwide events; cyber-security threats and
natural disasters; TransDigm Group's reliance on certain customers;
the U.S. defense budget and risks associated with being a
government supplier including government audits and investigations;
failure to maintain government or industry approvals; failure to
complete or successfully integrate acquisitions; TransDigm Group's
indebtedness; potential environmental liabilities; liabilities
arising in connection with litigation; increases in raw material
costs, taxes and labor costs that cannot be recovered in product
pricing; risks and costs associated with TransDigm Group's
international sales and operations; and other risk factors. Further
information regarding the important factors that could cause actual
results to differ materially from projected results can be found in
TransDigm Group's Annual Report on Form 10-K for the fiscal year
ended September 30, 2020 and other
reports that TransDigm Group or its subsidiaries have filed with
the Securities and Exchange Commission. Except as required by law,
TransDigm Group undertakes no obligation to revise or update the
forward-looking statements contained in this press release.
Contact:
Investor Relations
(216) 706-2945
ir@transdigm.com
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