TransDigm Group Incorporated (NYSE: TDG) and Breeze-Eastern Corporation (NYSE MKT: BZC) have completed the tender offer by TransDigm, through an indirect wholly owned subsidiary, for all of Breeze-Eastern´s outstanding shares for USD 19.61 per share in cash, the company said.
The tender offer expired on December 31, 2015, with 7,203,868 shares validly tendered and not withdrawn (including 38,918 shares tendered pursuant to guaranteed delivery procedures), representing approximately 72.6 percent of the outstanding Shares. All validly tendered and not withdrawn shares have been accepted for purchase.
TransDigm and Breeze-Eastern intend to complete TransDigm´s acquisition of Breeze-Eastern through a merger of TransDigm´s subsidiary with and into Breeze-Eastern, with Breeze-Eastern surviving the merger and continuing as an indirect wholly-owned subsidiary of TransDigm.
TransDigm and Breeze-Eastern intend to effect the merger without a vote or any other action of Breeze-Eastern´s stockholders as permitted under Delaware law.
As a result of the merger, all remaining stockholders of Breeze-Eastern (other than TransDigm, Breeze-Eastern and any of their respective subsidiaries and holders that properly exercised appraisal rights) will receive USD 19.61 per share in cash, without interest and less any applicable withholding taxes. Following completion of the merger, the shares will cease to be traded on the NYSE MKT.
Baker & Hostetler LLP acted as legal advisor to TransDigm. Harris Williams & Co. acted as financial advisor and Freshfields Bruckhaus Deringer US LLP acted as legal advisor to Breeze-Eastern.
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.
Breeze-Eastern 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. Breeze-Eastern employs approximately 172 people at its facility in Whippany, New Jersey and in Fredericksburg, Virginia.