Eurocopter Holding, a subsidiary of EADS, and Vector Aerospace Corporation, a Canadian corporation listed on the Toronto Stock Exchange, announced today that all of the terms and conditions of the offer by 7762798 Canada Inc. (the “Offeror”), to acquire at a price of C$13.00 in cash per share, all of the outstanding Common Shares of Vector Aerospace, including all shares that may be issued on the exercise of options granted under Vector Aerospace’s share option plan (the “Offer”), have been satisfied prior to the expiry of the Offer at 2:00 p.m. (Toronto time) on June 30, 2011.
The acquisition of Vector Aerospace will help to increase the growth of Support & Services activities for Eurocopter and EADS in both the civil and governmental markets. Vector Aerospace will also strengthen EADS’ presence in North America and the UK, in alignment with the company’s strategic goals as outlined in EADS’ Vision 2020 plan.
Marwan Lahoud, Chief Strategy & Marketing Officer of EADS, said: "We are pleased that Vector Aerospace will now become part of the EADS Group having received all the necessary regulatory approvals and achieved the required shareholder acceptance level. The inclusion of Vector will help EADS achieve its long-term strategic goals of increasing its services activities and exposure to the very important North American aerospace market."
Lutz Bertling, CEO of Eurocopter, said: "The acquisition of Vector marks an important step to position Eurocopter as a more significant global player in the aviation support and services industry. While Vector will continue to operate as an autonomous company, keeping its successful brand name, the complementary nature of our respective worldwide networks will enable us to develop our activities, both faster and more efficiently—for the benefit of our customers."
Declan O'Shea, CEO of Vector Aerospace, added: "Becoming part of Eurocopter and the EADS Group is perhaps the single most important event in our company's history as it elevates us into a different echelon of aviation maintenance, repair and overhaul providers. Through the association with EADS and Eurocopter we can access additional markets for our MRO services thanks to being part of one of the world's most successful aerospace companies.”
48,053,880 Common Shares of Vector Aerospace have been validly deposited under the Offer, and the Offeror has taken-up and accepted for payment all of these Common Shares, which represent approximately 98.32% of the Common Shares of Vector Aerospace on a fully-diluted basis.
Upon payment for the Common Shares of Vector Aerospace deposited under the Offer, Messrs. Donald K. Jackson, F. Robert Hewett, Stephen K. Plummer, Kenneth C. Rowe and Colin D. Watson resigned as directors of Vector Aerospace and were succeeded by Messrs. Lutz Bertling, Dieter John, Derek Sharples and Olivier Lambert as nominees of the Offeror. Messrs. Gordon E. Cummings, Robert J. Deluce, Barry Eccleston and Declan O’Shea continue as directors of Vector Aerospace.
The Offeror intends to acquire all of the remaining Common Shares of Vector Aerospace by way of a compulsory acquisition under applicable corporate law, and Vector Aerospace intends to apply for exemptive relief from requirements under applicable securities laws to file and deliver certain continuous disclosure materials (including its interim financial statements and related materials for the period ended June 30, 2011), to delist its Common Shares from the Toronto Stock Exchange, and to cease to be a reporting issuer in applicable jurisdictions in Canada, in due course.
Canaccord Genuity and Galileo Finance served as financial advisors and Davies Ward Phillips & Vineberg LLP served as legal advisors to Eurocopter Holding and EADS. Scotia Capital served as financial advisors and Stikeman Elliott LLP served as legal advisors to Vector Aerospace.
Vector Aerospace is an independent provider of aviation repairs and overhaul services. Through facilities in Canada, the United States, the United Kingdom and Africa, Vector Aerospace provides services to commercial and military customers for various types of gas turbine engines, components and helicopter airframes.
Principal operations include Vector Aerospace Helicopter Services Inc. – North America, Vector Aerospace International Limited – UK, Vector Aerospace Engine Services - Atlantic Inc. – North America, and Vector Aerospace Engine Services UK Limited – UK. Vector Aerospace had a revenue contribution of C$545 million in 2010, and approximately 2,500 employees.
EADS is a global leader in aerospace, defense and related services. In 2010, the Group – comprising Airbus, Astrium, Cassidian and Eurocopter – generated revenues of EUR 45.8 billion and employed a workforce of nearly 122,000.
Eurocopter Holding is the parent company of Eurocopter. Established in 1992, the Franco- German-Spanish Eurocopter is a division of EADS. The Eurocopter group employs approximately 17,500 people. Eurocopter is a global leader in the manufacturing and sale of helicopters, with a turnover of EUR 4.8 billion in 2010. There are 11,200 Eurocopter helicopters currently in service with nearly 2,900 customers in 147 countries.