Eurocopter Holding, a subsidiary of EADS and Vector Aerospace Corporation, a Canadian company listed on the Toronto Stock Exchange, have entered into a Support Agreement pursuant to which Eurocopter Holding will acquire all of the issued and outstanding common shares of Vector Aerospace by way of a take-over bid for consideration of C$13 in cash per Common Share (the Offer).
The Board of Directors of Vector Aerospace, after receiving the recommendation of the Special Committee, has unanimously approved the Offer and has determined that it is in the best interests of Vector Aerospace for the Offer to be made. Scotia Capital, exclusive advisor to Vector Aerospace’s Special Committee of Independent Directors, has provided the Board of Directors with a fairness opinion indicating that the consideration to be received by Vector Aerospace shareholders is fair from a financial point of view. In addition, shareholders holding approximately 60% of the issued and outstanding Common Shares have entered into irrevocable lock-up agreements with Eurocopter Holding under which they have agreed to tender their Common Shares to the Offer.
Vector Aerospace will become Eurocopter Holding’s independent multi-platform MRO services provider. Vector Aerospace will maintain and develop its brand name.
This synergistic acquisition is accretive for EADS and has been approved by the EADS Board of Directors.
The acquisition of Vector Aerospace is a major step towards expanding Eurocopter’s Support and Services footprint into new areas, such as the maintenance of engines and non-Eurocopter products.
Completion of the Offer is subject to usual and customary conditions including, but not limited to, a minimum of 66% of the Common Shares of Vector Aerospace being tendered to the Offer, as well as the obtaining of regulatory approvals.
Under the Support Agreement, Vector Aerospace has agreed that it will not solicit or initiate any discussions concerning the pursuit of any other acquisition proposals. Vector Aerospace has also agreed to pay a termination fee of C$12.5 million to Eurocopter in certain circumstances. In addition, Eurocopter has the right to match any competing superior proposal for Vector Aerospace in the event any such proposal is made.