Paris-based aircraft engines maker Safran SA (EPA: SAF) said it agreed to acquire French aircraft cabin interiors leader Zodiac Aerospace SA (EPA: ZC) for €8.5 billion ($9 billion), through a merger deal on the basis of 0.485 Safran shares per 1 Zodiac share.

French President Francois Hollande welcomed “this fine industrial deal which will strengthen the French aeronautics industry,” his office said in a statement.

Prior to the merger, Safran would distribute a special dividend of €5.50 per share to its existing shareholders, representing €2.3 billion.

The move comes three months after Iowa-based global aerospace and defense company Rockwell Collins (NYSE: COL) agreed to acquire Florida-based B/E Aerospace (NASDAQ: BEAV), the world’s leading manufacturer of aircraft cabin interior products, for $6.4 billion in cash and stock, plus the assumption of $1.9 billion in net debt, as reported by ExitHub in October 2016.

Zodiac is a world leader in aerospace equipment and systems for commercial, regional and business aircraft and for helicopters and spacecrafts. It develops and manufactures state-of-the-art solutions to improve comfort and facilities on board aircrafts and high-technology systems to increase aircraft performance and flight safety. The company has 35,000 employees worldwide and generated revenue of €5.2 billion in 2015/2016.

Safran is a leading international high-technology group with three core businesses, Aerospace (propulsion and equipment), Defense and Security. Operating worldwide, the group has 70,000 employees and generated sales of €17.4 billion in 2015, holding world or European leadership positions in its core markets. The group invests heavily in research & development, including expenditures of more than €2 billion in 2015.

The deal is expected to create a global leader in aircraft equipment. On a pro forma basis, including Safran’s world leading propulsion business, the combined group would have around 92,000 employees (of which more than 45,000 in France), €21.2 billion in adjusted revenues and €2.7 billion in adjusted recurring operating income.

On this basis the combined group would form the third largest player worldwide in the aerospace sector. The combined group would become the second largest player worldwide in aircraft equipment with pro forma revenues in these businesses of €10 billion, and it would have a footprint in over 60 countries.

“This planned acquisition is fully consistent with the strategy we clearly outlined almost a year ago at our Capital Markets Day, to bolster Safran’s core aerospace activities with quality businesses which share our DNA: technology, tier-1 positions and recurring revenue streams. It will strengthen our position and create significant value through integration and synergies,” said Safran chairman Ross McInnes, who would remain as chairman of the combined group.

“The creation of this new global leader in the aerospace industry is led by a strong industrial rationale and a long term vision,” said Zodiac chairman Didier Domange.

Safran has already identified €200 million in annual cost synergies, of which 50% should be achieved in year 1 and 90% in year 2, enabling the transaction to meet Safran’s RoCE goal in 3 years. Synergies should come from savings in procurement and SG&A and the optimization of the combined group’s footprint. Beyond identified cost synergies, Safran would enable Zodiac’s seats and interiors business to accelerate their recovery and progress towards or above their historical margin levels.

The transaction would be expected to have a double-digit accretive effect on earnings per share as of the first full fiscal year of consolidation.

Under the deal, Safran will launch a tender offer for Zodiac at €29.47 per share, representing a premium of 24.6 percent over its closing price on January 18, 2017, and 36.1 percent over its 3-month volume-weighted average price. The tender offer would be subject to an acceptance of 50% of Zodiac shares.

Family shareholders and two institutional investors, FFP and Fonds Stratégique de Participations, which are Zodiac’s reference shareholders with a 32 percent stake, intend to remain long-term shareholders of the combined entity and would undertake not to tender their shares into the public offer. Zodiac’s reference shareholders and the French State intend to remain core shareholders of Safran with around 22 percent of its capital, with a two-year lock-up agreement.

Safran will finance the cash portion of the transaction and its special dividend with a combination of cash on hand, including future proceeds from the disposals of Safran Identity & Security, existing committed undrawn facilities and a €4 billion fully underwritten bridge loan. Upon completion of the transaction, Safran would target an investment grade profile with a targeted adjusted net debt / adjusted EBITDA ratio around 2.5x. After the completion of the transaction, “Safran would maintain its practice of distributing an annual dividend amounting to approximately 40 percent of adjusted net income,” the company said in a statement.

The deal is subject to the approval of Safran’s and Zodiac’s shareholders, antitrust clearances, regulatory approvals and other customary conditions. The completion of the tender offer is expected by the end of the 4th quarter 2017 and completion of the merger is expected early 2018.

Bank of America Merrill Lynch and Lazard acted as financial advisors to Safran, BDGS served as legal counsel, and Bank of America Merrill Lynch acted as bridge underwriter. BNP Paribas and Rothschild acted as financial advisors to Zodiac Aerospace and Bredin Prat served as legal counsel.



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