Acquisition Bolsters Eurocopter’s Support And Services
Eurocopter Holding, a subsidiary of EADS, and Vector Aerospace
Corporation, announced Thursday that all of the terms and
conditions of the offer by 7762798 Canada Inc. (the
“Offeror”), to acquire at a price of about $13.50 in
cash per share. All of the outstanding Common Shares of Vector
Aerospace, including all shares that may be issued on the exercise
of options granted under Vector Aerospace’s share option plan
(the “Offer”), have been satisfied prior to the expiry
of the Offer at 1400 local time in Toronto on June 30, 2011.
The acquisition of Vector Aerospace will help to increase the
growth of Support & Services activities for Eurocopter and EADS
in both the civil and governmental markets. Vector Aerospace will
also strengthen EADS’ presence in North America and the UK,
in alignment with the company’s strategic goals as outlined
in EADS’ Vision 2020 plan.
Marwan Lahoud, Chief Strategy & Marketing Officer of EADS,
said: "We are pleased that Vector Aerospace will now become part of
the EADS Group having received all the necessary regulatory
approvals and achieved the required shareholder acceptance level.
The inclusion of Vector will help EADS achieve its long-term
strategic goals of increasing its services activities and exposure
to the very important North American aerospace market."
Lutz Bertling, CEO of Eurocopter, said: "The acquisition of
Vector marks an important step to position Eurocopter as a more
significant global player in the aviation support and services
industry. While Vector will continue to operate as an autonomous
company, keeping its successful brand name, the complementary
nature of our respective worldwide networks will enable us to
develop our activities, both faster and more efficiently—for
the benefit of our customers."
Declan O'Shea, CEO of Vector Aerospace, added: "Becoming part of
Eurocopter and the EADS Group is perhaps the single most important
event in our company's history as it elevates us into a different
echelon of aviation maintenance, repair and overhaul providers.
Through the association with EADS and Eurocopter we can access
additional markets for our MRO services thanks to being part of one
of the world's most successful aerospace companies.”
48,053,880 Common Shares of Vector Aerospace have been validly
deposited under the Offer, and the Offeror has taken-up and
accepted for payment all of these Common Shares, which represent
approximately 98.32% of the Common Shares of Vector Aerospace on a
fully-diluted basis. Upon payment for the Common Shares of Vector
Aerospace deposited under the Offer, Messrs. Donald K. Jackson, F.
Robert Hewett, Stephen K. Plummer, Kenneth C. Rowe and Colin D.
Watson resigned as directors of Vector Aerospace and were succeeded
by Messrs. Lutz Bertling, Dieter John, Derek Sharples and Olivier
Lambert as nominees of the Offeror. Messrs. Gordon E. Cummings,
Robert J. Deluce, Barry Eccleston and Declan O’Shea continue
as directors of Vector Aerospace.
The Offeror intends to acquire all of the remaining Common
Shares of Vector Aerospace by way of a compulsory acquisition under
applicable corporate law, and Vector Aerospace intends to apply for
exemptive relief from requirements under applicable securities laws
to file and deliver certain continuous disclosure materials
(including its interim financial statements and related materials
for the period ended June 30, 2011), to delist its Common Shares
from the Toronto
Stock Exchange, and to cease to be a reporting issuer in applicable
jurisdictions in Canada, in due course.
Canaccord Genuity and Galileo Finance served as financial
advisors and Davies Ward Phillips & Vineberg LLP served as
legal advisors to Eurocopter Holding and EADS. Scotia Capital
served as financial advisors and Stikeman Elliott LLP served as
legal advisors to Vector Aerospace.