Signing of the agreement to merge Zodiac Aerospace into Safran and setting of the exchange ratio
NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN THE UNITES STATES OF AMERICA
Paris, October 19, 2018
Safran (Euronext Paris : SAF) and Zodiac Aerospace today signed an agreement for the merger of Zodiac Aerospace into Safran, as announced on June 1, 2018. The planned merger will be submitted for the approval of Safran's Extraordinary Shareholders' Meeting to be held on November 27, 2018.
The transaction follows on from Safran's acquisition of Zodiac Aerospace in the first quarter of 2018, further to the close of Safran's tender offer for Zodiac Aerospace shares. The merger will allow Safran to continue to streamline the structure of the new Group.
The exchange ratio proposed for the merger has been set at 0.2745 ordinary Safran shares for one Zodiac Aerospace share, representing an exchange ratio adjusted from that proposed under the subsidiary exchange offer to the tender offer, to take into account the fact that the ordinary Safran shares to be issued as part of the merger are immediately transferable ordinary shares and not preferred shares subject to a 36-month transferability restriction as from their issue date. The proposed exchange ratio was backed up by multi-criteria analyses based on commonly used valuation methods.
Given that no consideration is to be transferred for Safran's direct interest in Zodiac Aerospace, the merger will have a limited dilutive impact and will give rise to the issuance of Safran shares representing approximately 0.79% of the share capital.
The merger appraisers appointed by way of an order of the Presiding Judge of the Paris Commercial Court, will draw up reports on the terms and conditions of the merger and on the value of the transferred assets and liabilities, which will be made available to shareholders.
The agenda and draft resolutions of Safran's Shareholders' Meeting will be published in the French legal gazette (Bulletin des annonces légales obligatoires – BALO) in the coming days. Shareholders will shortly be provided with a set of information materials, including a detailed press release1, on the planned merger.
1 In accordance with Article 17 of instruction DOC-2016-04 dated October 21, 2016, as amended, of the French financial markets authority (Autorité des marchés financiers – AMF).
This press release is for informational purposes only and is not intended to and does not constitute an offer to sell or subscribe for or the solicitation of an offer to buy or to subscribe for (or a notice for a future offer or solicitation of an offer) for securities in France, the United States of America or any other jurisdiction. No offer to sell or to subscribe for securities no any solicitation of an offer to subscribe for or buy securities will be made in France, the United States of America or any jurisdiction where such offer or solicitation or sale would require registration or an exemption from registration or qualification under applicable securities laws. The distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions. Failure to comply with these restrictions may constitute a violation of the securities laws of these jurisdictions.
The securities referred to in this press release have not been and will not be registered under U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration under the U.S. Securities Act, and in compliance with state securities laws. Safran does not intend to register securities or conduct a public offering in France, the United States of America or in any other jurisdiction.
This press release may not be distributed directly or indirectly in the United States of America.
Safran is an international high-technology group, operating in the aircraft propulsion and equipment, space and defense markets. Safran has a global presence, with more than 58,000 employees and sales of 16.5 billion euros in 2017. Working alone or in partnership, Safran holds world or European leadership positions in its core markets. Safran undertakes Research & Development programs to meet fast-changing market requirements, with total R&D expenditures of around 1.4 billion euros in 2017. Safran is listed on the Euronext Paris stock exchange, and is part of the CAC 40 and Euro Stoxx 50 indices.
In February 2018, Safran took control of Zodiac Aerospace, significantly expanding its aircraft equipment activities. Including Zodiac Aerospace, acquired by Safran in February 2018, the Group has over 91,000 employees and would have around €21 billion in adjusted revenues (pro forma 2016).