Helicopter Manuracturer Moves Into Aerospace Support And Services

Eurocopter Holding, a subsidiary of EADS, and Canadian company Vector Aerospace Corporation 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 $13.28 in cash per Common Share (the Offer). The Offer values Vector Aerospace equity at approximately $638.5 million.

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, a provider of multi-platform helicopter maintenance, repair and overhaul (MRO) services and of rotary and fixed-wing aircraft engine repair & overhaul, will become Eurocopter Holding's independent multi-platform MRO services provider. The company employs some 2,500 persons, principally located in Canada and the United Kingdom with a presence in the United States and South Africa. Vector Aerospace will maintain and develop its brand name.

EADS says the acquisition of Vector Aerospace constitutes a key step towards the achievement of its strategic goals, They say the acquisition will be 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. Vector Aerospace will also strengthen EADS' presence in North America.

Already present in the small engine MRO segment through its SECA holding, EADS will be able to improve its commercial and geographical coverage as well as enhance its service offering in that field.

Completion of the transaction will enable Eurocopter to capitalize on its own commercial network together with Vector Aerospace's offering in order to position itself as a leading global multi-platform service provider with an extended presence in North America and the UK. Vector Aerospace will benefit from Eurocopter's global footprint and presence in 25 countries to develop in fast growing markets such as Asia and Latin America.This acquisition is accretive for EADS and has been approved by the EADS Board of Directors.

"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," said Louis Gallois, CEO of EADS. "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."

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. "This opportunity will provide the Eurocopter group with a high-level of expertise, especially in public-private partnerships for the maintenance on governmental aircraft," said Lutz Bertling, CEO of Eurocopter Holding. "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 multi-customer platform MRO."

"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," added Declan O'Shea, CEO of Vector Aerospace. "Vector Aerospace's business will be complementary to Eurocopter's services activities, in serving multi-customer platforms."

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.

FMI: www.vectoraerospace.com, www.eurocopter.com