As previously announced,
on August 8, 2019, Wesco Aircraft Holdings, Inc. (the “Company”) entered into an Agreement and Plan of Merger with
Wolverine Intermediate Holding II Corporation, a Delaware corporation (“Parent”), and Wolverine Merger Corporation,
a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Parent will
acquire the Company for $11.05 per share through the merger of Merger Sub with and into the Company, with the Company surviving
as a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of Platinum Equity Advisors,
LLC, a U.S.-based private equity firm.
On January 2, 2020,
the U.K. Competition and Markets Authority cleared the Merger. As a result, all necessary regulatory approvals required for the
Merger have been received. The Merger is expected to close on or about January 9, 2020, subject to the remaining customary closing
conditions.
Forward-Looking Statements
Certain statements
contained in this document may be considered forward-looking statements within the meaning of U.S. securities laws, including Section
21E of the Exchange Act, including statements regarding the proposed transaction and the ability to consummate the proposed transaction.
These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future
events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,”
“estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,”
“may,” “will,” “should,” “could,” “potential,” or similar expressions.
Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs
and assumptions that are subject to risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they are made. Actual results could differ materially from those contained in any forward-looking
statement as a result of various factors, including, without limitation: (1) the inability to consummate the Merger within the
anticipated time period, or at all, due to any reason; (2) the risk that the Merger Agreement may be terminated in circumstances
requiring the Company to pay a termination fee of approximately $39 million; (3) the risk that the Merger disrupts the Company’s
current plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement
of the Merger on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers
and others with whom it does business; (5) the effect of the announcement of the Merger on the Company’s operating results
and business generally; (6) the amount of costs, fees and expenses related to the Merger; (7) the risk that the Company’s
stock price may decline significantly if the Merger is not consummated; (8) the nature, cost and outcome of any litigation and
other legal proceedings, including any such proceedings related to the Merger and instituted against the Company and others; (9)
other factors that could affect the results of the Company’s business such as general economic and industry conditions, changes
in military spending, a loss of significant customers or a material reduction in purchase orders by significant customers, suppliers’
ability to provide products in a timely manner, in adequate qualities and at a reasonable cost, and the Company’s ability
to maintain effective information technology and warehouse management systems; and (10) other risks to consummation of the proposed
transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all.
If the proposed transaction
is consummated, the Company’s stockholders will cease to have any equity interest in the Company and will have no right to
participate in its earnings and future growth. The foregoing review of important factors that could cause actual results to differ
from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein
and elsewhere, including the Company’s filings with the Securities and Exchange Commission (the “SEC”), including
the Definitive Proxy Statement filed by the Company on September 13, 2019 and its most recent Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov.
Except as required by applicable law, the Company undertakes no obligation to update any forward-looking statement, or to make
any other forward-looking statements, whether as a result of new information, future events or otherwise.