Airbus and Satair have entered into an agreement under which Airbus will offer the shareholders of Satair a price of DKK 580 in cash per share - and the warrant holders in Satair a price of DKK 378.66 per warrant. The acquisition will be effected through a public voluntary conditional tender offer, which the Board of Directors of Satair has undertaken to recommend the company’s shareholders to accept. Airbus will make the offer through a wholly owned special purpose entity, Airbus Denmark Holding ApS.

Led by an experienced management team with a proven track record, Satair is a premier independent distributor of aircraft parts and services specializing in expendables and components. Through its worldwide supply chain network and its regional sales offices, Satair provides aviation parts and innovative services to a broad customer base around the world, supporting all major aircraft families in the commercial aviation market. With 360 employees globally, Satair expects US$ 403 million of revenues and US$ 36 million of EBITDA in the fiscal year ended June 30, 2011, equally distributed in the United States, Asia and Europe.

Achieving a better balance between platforms and services is a key element of the EADS Vision 2020. Consistent with this strategy, this acquisition facilitates the growth of Airbus’ Material Management division and is an opportunity to develop new services through the combined entity in both the civil and governmental markets. Completion of the offer will enable Airbus to capitalize on its own commercial network together with Satair’s offering and distribution capabilities in order to position itself as a leading global service and support provider for airlines and maintenance, repair and overhaul providers (MROs).

Satair benefits from long-standing and privileged relationships with suppliers and customers thanks to their on time delivery record, combined with an innovative services offering. Leveraging Airbus’ industry knowledge and relationship and Satair’s highly scalable operating model, Satair will continue developing its world-renowned brand name as a standalone company within Airbus. Coordination with Airbus’ Material Management division will allow a full offering to the aviation industry.

Marwan Lahoud, EADS Chief Strategy and Marketing Officer, stated: “This acquisition perfectly fits EADS’ Vision 2020 strategy by increasing the services business and our international presence. It is also an excellent investment opportunity for Airbus, as Satair has proven resilient during the financial crisis and has been able to show a continuous profitable growth. We see an accretive transaction for our shareholders through this synergistic acquisition. Further to the recent acquisition of Vector Aerospace, EADS is actively pursuing and delivering its growth service strategy through internal and external growth. Satair is a first step towards a one stop shop integrated offering in the Material Management activity, which is an essential part of EADS’ and Airbus’ Services Growth strategy to fulfil our Vision 2020”.

Didier Lux, Executive Vice President of Airbus Customer Services, said: “This acquisition is a logical step towards our vision to become one of the leading companies in integrated aftermarket services for our customers.

Satair is a good strategic fit for Airbus thanks to its wide product and service range, established network of suppliers and customers, strong growth and proven financial track record. Leveraging Satair’s lean operating model and diversified product range with Airbus’ own parts distribution business, its supplier and customer relationships, and global footprint will help to further improve Satair’s growth perspectives and allow Satair to position itself among the world’s leaders in this market.”

After conducting a comprehensive structured auction process, the Board of Directors of Satair has entered into agreement with EADS for the acquisition of Satair. Under the agreement with Satair, Airbus has been granted the right to match any competing higher offer for Satair in the event any such proposal is announced. In addition, Satair’s shareholders representing approximately
16% of Satair’s shares have committed to accept the offer.

The offer values Satair’s outstanding share capital at DKK 2,488 million (US$ 483 million ). The offer represents a premium per share of Satair of 23.4% over the closing price on July 26th, 2011 and a premium of 94.3% over the closing price on March 28th, 2011, being the last trading day before Satair publicly announced that it had received unsolicited, non-committal inquiries from financial investors about a possible takeover of Satair. The offer values the company at a multiple of 13.9x EBITDA expected for the fiscal year ended June 30, 2011.

The offer document and the offer advertisement will be published once approved by the Danish Financial Supervisory Authority. The voluntary tender offer will be subject to customary conditions for a public voluntary offer in Denmark, including acceptance threshold of more than 90 percent of all shares and warrants convertible into shares and necessary merger control and other regulatory approvals. The transaction is expected to be completed during the fall 2011.

 

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