Eurocopter to acquire Vector Aerospace Corporation

Eurocopter Holding, a subsidiary of EADS, and Vector Aerospace Corporation, a Canadian company listed on the Toronto Stock Exchange, entered (28-Mar-2011) 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 CAD13 (USD13.29) in cash per common share. Details include:

• Vector Aerospace offer value: The offer values Vector Aerospace equity at approximately CAD625 million (USD639 million). Net debt was approximately CAD3.1 million (USD3.2 million) as at 31-Dec-2010. The offer price of CAD13 per common share represents a premium of approximately 15% over the 25-Mar-2011 closing price of the common shares on the TSX and a premium of approximately 80% over the closing price of the Common Shares on the TSX on 02-Dec-2010, being the last trading day before Vector Aerospace publicly announced that it was reviewing strategic alternatives to enhance shareholder value;
• Vector offer approval: 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 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;
• Future of Vector Aerospace: The company, which is a provider of multi-platform helicopter MRO services and of rotary and fixed-wing aircraft engine repair & overhaul, will become Eurocopter Holding's independent multi-platform MRO services provider;
• Benefits of acquisition to EADS: The acquisition of Vector Aerospace constitutes a key step towards the achievement of EADS' strategic goals - Vision 2020. The acquisition is a "catalyst for the growth of Support & Services with a focus on the high end segment and the servicing of multi-customer platforms both in the civil and governmental markets" the company said. Vector Aerospace will also strengthen EADS' presence in North America, improving the natural USD hedge. "The robust and proven operational and financial performance of Vector Aerospace will support EADS' EBIT targets," EADS added;
• EADS approvals: The acquisition is accretive for EADS and has been approved by the EADS Board of Directors. [more]

EADS: "This acquisition perfectly fits EADS' Vision 2020 strategy, increasing services, strengthening the helicopter business, international and more specifically North American exposure while keeping a good balance between military and civil activities. It is also an excellent investment opportunity for Eurocopter, as Vector Aerospace has proven resilient and profitable growth. EADS sees in this acquisition a potential for synergies and value creation for our shareholders," Louis Gallois, CEO. Source: Company Statement, 28-Mar-2011.

Eurocopter Holding: "This opportunity will provide the Eurocopter group with a high-level of expertise, especially in public-private partnerships for the maintenance on governmental aircraft. The complementary nature of our worldwide network of subsidiaries and Vector Aerospace's own network will enable us to develop our activities jointly, both faster and more efficiently. Vector Aerospace will be managed as an independent multicustomer platform MRO," Bertling, CEO. Source: Company Statement, 28-Mar-2011.

Vector Aerospace: "We are delighted to join EADS and Eurocopter. We believe that being part of the Eurocopter group will allow Vector Aerospace and our people to pursue our long history of profitable growth and excellent levels of quality and customer service. Vector Aerospace's business will be complementary to Eurocopter's services activities, in serving multi-customer platforms," Declan O'Shea, CEO. Source: Company Statement, 28-Mar-2011.