Success of the Tender Offer Initiated By Safran and Targeting the Shares of Zodiac Aerospace
(Source: Safran; issued March, 8, 2018)
PARIS --- The French Financial Markets Authority (Autorité des marchés financiers, AMF) published today the final results, following its reopening, of the tender offer on a principal basis (the Principal Tender Offer) complemented on a subsidiary basis by a public exchange offer (the Subsidiary Exchange Offer and, together with the Principal Tender Offer, the Offer) initiated by Safran and targeting the shares of Zodiac Aerospace.

During the reopening of the Offer, which lasted from February 19, 2018 to March 2, 2018, 27,310,744 Zodiac Aerospace shares were tendered to the reopened Offer. Therefore, taking into account these shares, Safran owns, directly and by assimilation, a total of 286,241,204 shares2 amounting to 97.57% of Zodiac Aerospace’s share capital.

Upon completion of the Offer, the number of Zodiac Aerospace shares not tendered to the Offer, with the exception of the shares assimilated to shares held by Safran, amounts to 7,126,279 Zodiac Aerospace shares representing 2.43% of Zodiac Aerospace’s share capital4 and at most 4.74% of its voting rights, and therefore represent no more than 5% of Zodiac Aerospace’s share capital or voting rights.

The required conditions being fulfilled, Safran will in the coming days make a request to the AMF for a mandatory squeeze-out of Zodiac Aerospace’s shares, pursuant to articles L.433-4 III of the Monetary and Financial Code and 237-14 et seq. of the AMF’s General Regulations.

The mandatory squeeze-out procedure will target all Zodiac Aerospace shares not tendered to the Offer, with the exception of:
(i) the Zodiac Aerospace treasury shares,
(ii) the Zodiac Aerospace shares which remain targeted by the residual interest undertaking described in paragraph 1.4.3 of Safran’s information memorandum, and
(iii) the free shares in their holding period and the shares blocked in Zodiac Aerospace’s company savings plan (PEE, plan d’épargne d’entreprise) with respect to which a call option has been granted to Safran under the liquidity mechanism described in paragraph 1.4.4 of Safran’s information memorandum, these shares being treated as Zodiac Aerospace shares held by Safran.

The mandatory squeeze-out will be executed at the same price as that of the Offer, i.e. a price of €25 per Zodiac Aerospace share (net of all expenses).

All documents relating to the Offer, including in particular Safran’s information memorandum, as approved by the AMF under visa number 17-648 dated December 21, 2017, Zodiac Aerospace’s memorandum in response, as approved by the AMF under visa number 17-649 dated December 21, 2017 and the “ Other Information “ documents containing the legal, financial and accounting characteristics of Safran and Zodiac Aerospace are available on the websites of the AMF (www.amf-france.org), Safran (https://www.safran-group.com/safran-zodiac/) and Zodiac Aerospace (http://www.projet-zodiacaerospace.com).

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