Regulatory News:
Latécoère (Paris:LAT) (the “Company” or the
“Group”), a "Tier 1" international partner of the world's
major aircraft manufacturers, announces today it has entered into a
definitive Arrangement Agreement to acquire all of the issued and
outstanding common shares in the capital of Avcorp Industries Inc.
(“Avcorp”), a Canadian domiciled company that builds major
airframe structures for some of the world’s leading aircraft
companies.
Avcorp is an aerostructures supplier of wing sub-assemblies,
large scale composite parts and after-market services, with
exposure to key platforms including F-35, B737 Max, B767 and B787.
Avcorp generated CAD$99 million in revenue in 2021 with over 450
skilled employees. The company has three major manufacturing sites
in Delta, British Columbia (metallic and composite aerostructures
assembly and integration), Gardena, California (advanced composite
aerostructures fabrication capabilities) and Burlington, Ontario
(structural component repair services for commercial
aircrafts).
Strategic Fit
The acquisition of Avcorp is part of Latécoère’s 2025 roadmap to
achieve profitable growth as an active consolidator of the
aeronautics industry. In this context, the Company has already
completed a number of acquisitions in 2021 (Bombardier EWIS, TAC
and SDM) as well as announced the acquisition of MADES, which is
subject to the approval by the Spanish Council of Ministers
pursuant to defence foreign direct investment regulations and is
expected to close during Q2 2022. The acquisition of Avcorp
continues this consolidation, strengthening the Group’s
Aerostructures business by way of:
- Growing North American defence exposure
- Diversifying Latécoère’s platform exposure, with the addition
of the B737 Max and F-35
- Strengthening North American manufacturing presence and
improving geographic proximity to North American
customers
- Broadening its aerostructures capabilities, with the
addition of wing sub-assemblies and large scale composite
capabilities
- Expanding its Boeing Company and Bombardier
relationships, as well as gaining new commercial relationships with
BAE Systems, Lockheed Martin and Subaru
The Avcorp management team is led by Amandeep Kaler, CEO, who
has a solid track record in the industry and has been working
within the company for over 20 years. This team will continue to
manage the company and support business activity.
Thierry Mootz, Group Chief Executive Officer, stated: “In
2021 Latécoère has actively participated in aerospace market
consolidation, which continues into 2022 with the acquisition of
Avcorp. Avcorp is an excellent business with a track record of
delivering first class performance. Its successful management team
share our approach and vision for the enlarged business. The two
businesses have complementary client bases, geographical strengths
and service offerings. There are exciting opportunities to combine
Avcorp's expertise in defence and strong presence in North America
with Latécoère’s end-to-end technical capabilities and global
footprint. Thanks to this new acquisition the Group is well
positioned to serve the aerospace industry with innovative
solutions for a sustainable world and on track to deliver its
Ambition 2025 growth plan. On the top of rescaling the Group, it
will reposition the company on profitable growing segments.”
Commenting on the transaction Amandeep Kaler, CEO of Avcorp,
said: “This transaction represents the culmination of an
extended strategic review through a very challenging business
environment to find a partner with the financial strength and
expanded customer base to build upon Avcorp’s developed expertise
in composite aerostructure assembly and integration. Along with an
attractive premium to the weighted average share price, the
transaction provides a liquidity event for all of our shareholders.
In addition, Avcorp’s stakeholders will benefit from the enhanced
financial position, broader customer base and improved competitive
position resulting from the integration with a Tier 1 international
partner.”
Transaction Key Terms and Time
Line
Under the terms of the Arrangement Agreement, Latécoère has
agreed to acquire all of the issued and outstanding common shares
of Avcorp (each, an “Avcorp Share”) for consideration of
CAD$0.11 in cash per Avcorp Share. The consideration reflects a 16%
premium to the closing price of the Avcorp Shares on the Toronto
Stock Exchange (the “TSX”) of CAD$0.095 on 4 May, 2022, the
last trading day of Avcorp Shares prior to the announcement of the
Arrangement (defined below), and a 38% premium to the weighted
average trading price of the Avcorp Shares on the TSX of CAD$0.080
for the 90 trading days ended on 4 May, 2022. Pursuant to the
proposed transaction, the purchaser will pay a total of
approximately CAD$41 million for the Avcorp Shares. This
acquisition is fully financed with Group cash on hand.
The transaction will be implemented by way of a court-approved
plan of arrangement under the Canada Business Corporations Act (the
“Arrangement”). The Avcorp Board has unanimously approved
the transaction and has recommended that Avcorp shareholders vote
their Avcorp Shares in favour of the Arrangement.
The transaction is expected to close in Q3 2022 and is subject
to customary closing conditions for a transaction of this nature,
including court approval of the Arrangement, applicable regulatory
and stock exchange approvals (including Committee on Foreign
Investment in the US (CFIUS) and Investment Canada Act clearance),
customer consents and Avcorp shareholder approval.
RBC Capital Markets acted as financial advisor to Latécoère.
Goodmans LLP and Kirkland & Ellis LLP acted as legal counsels
to Latécoère. Fort Capital Partners acted as financial advisor to
the Special Committee of Avcorp. McMillan LLP acted as legal
counsel to Avcorp.
_____________________________________________________
About Avcorp
The Avcorp Group designs and builds major airframe structures
for some of the world’s leading aircraft companies, including BAE
Systems, Boeing, Bombardier, Lockheed Martin and Subaru
Corporation. The Avcorp Group has more than 65 years of experience,
over 450 skilled employees and 560,000 square feet of facilities.
Avcorp Structures & Integration located in Delta British
Columbia, Canada is dedicated to metallic and composite
aerostructures assembly and integration; Avcorp Engineered
Composites located in Burlington Ontario, Canada is dedicated to
design and manufacture of composite aerostructures, and Avcorp
Composite Fabrication located in Gardena California, USA has
advanced composite aerostructures fabrication capabilities for
composite aerostructures. The Avcorp Group offers integrated
composite and metallic aircraft structures to aircraft
manufacturers, a distinct advantage in the pursuit of contracts for
new aircraft designs, which require lower-cost, light-weight,
strong, reliable structures. Comtek Advanced Structures Ltd., at
our Burlington, Ontario, Canada location also provides aircraft
operators with aircraft structural component repair services for
commercial aircraft.
Avcorp Composite Fabrication Inc. is wholly owned by Avcorp US
Holdings Inc. Both companies are incorporated in the State of
Delaware, USA, and are wholly owned subsidiaries of Avcorp
Industries Inc.
Comtek Advanced Structures Ltd., incorporated in the Province of
Ontario, Canada, is a wholly owned subsidiary of Avcorp Industries
Inc.
Avcorp Industries Inc. is a federally incorporated reporting
company in Canada and traded on the Toronto Stock Exchange
(TSX:AVP).
About Latécoère
As a "Tier 1" international partner of the world's major
aircraft manufacturers (Airbus, Boeing, Bombardier, Dassault,
Embraer and Mitsubishi Aircraft), Latécoère serves aerospace with
innovative solutions for a sustainable world. The Group is active
in all segments of the aeronautics industry (commercial, regional,
business and military aircraft), in two areas of activity:
- Aerostructures (46% of turnover): fuselage sections and
doors,
- Interconnection Systems (54% of turnover): wiring, electrical
furniture and on-board equipment.
As of December 31, 2021, the Group employed 4,764 people in 14
different countries. Latécoère, a French limited company
capitalised at €133,912,589.25 divided into 535,650,357 shares with
a par value of €0.25, is listed on Euronext Paris - Compartment B,
ISIN Codes: FR0000032278 - Reuters: LAEP.PA - Bloomberg:
LAT.FP.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220504006362/en/
Taddeo Antoine Denry / Investor Relations +33 (0)6 18 07
83 27
Marie Gesquière / Media Relations +33 (0)6 26 48 97 98
teamlatecoere@taddeo.fr
Latecoere (EU:LAT)
過去 株価チャート
から 10 2024 まで 11 2024
Latecoere (EU:LAT)
過去 株価チャート
から 11 2023 まで 11 2024
