TransDigm Group Incorporated ((NYSE: TDG) and Breeze-Eastern Corporation (NYSE MKT: BZC) said they have 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 USD19.61 per share in cash, in a transaction valued at approximately USD206 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.
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.
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.
TransDigm Group 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.
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.