- Civitanavi's high-precision inertial navigation and
stabilization solutions will help drive long-term growth across
Honeywell's commercial and defense businesses
- Combination of Honeywell, Civitanavi technology will
provide new opportunities for customers to enable autonomous
operations
CHARLOTTE, N.C., March 27,
2024 /PRNewswire/ -- Honeywell (NASDAQ:
HON) today announced the intention to acquire the entire share
capital of Civitanavi Systems S.p.A. (Civitanavi or the Company)
(Euronext Milan Exchange: BIT: CNS). Honeywell will initiate
a voluntary tender offer to acquire all outstanding shares of
Civitanavi for a purchase price of €6.30 per share in cash (an
equity value of approximately €200 million at closing).
The acquisition will further strengthen Honeywell's capabilities
to help its customers create autonomous operations in aircraft and
other vehicles. It also supports Honeywell's alignment of its
portfolio around three compelling megatrends, including the future
of aviation and automation. Together with Civitanavi, Honeywell
will be able to offer a broader set of technologies to its
customers across the globe, whether they are traditional operators
seeking to increase the autonomous capability of their existing
fleets or are new entrants in the Advanced Air Mobility space.
The purchase price payable at closing represents a premium of
approximately 27.1% to the 30-day volume-weighted average trading
price of Civitanavi's stock ended on March
26, 2024, the last day of trading before the announcement of
the transaction. Honeywell has already secured the commitment of
Civitanavi's controlling shareholder, which owns approximately 66%
of Civitanavi's outstanding shares to tender its shares.
The transaction is not subject to any financing condition and is
expected to close in the third quarter of 2024, subject to
customary closing conditions, including among the others: (i)
receipt of required antitrust clearance; (ii) receipt of required
clearances pursuant to the foreign direct investment regulations in
Italy, United Kingdom and Canada and; (iii) the tender of at least 95%
of Civitanavi's outstanding shares.
Civitanavi is a leader in position navigation and timing
technology for the aerospace, defense and industrial markets. Both
Civitanavi and Honeywell have a successful history of developing
innovative inertial navigation solutions, which can track the
position and orientation of a vehicle by using accelerometers,
sensors and gyroscopes. Civitanavi's product offerings of inertial
navigation, geo reference and stabilization systems will complement
technologies in Honeywell's existing navigation and sensors
business. Civitanavi specializes in high-performance Fiber Optic
Gyro technology that Honeywell has not previously offered in its
navigation portfolio.
"By integrating Civitanavi's inertial technologies and sensors
across Honeywell's existing commercial, military, space and
industrial platforms, our customers across the globe will now have
access to a more robust portfolio of aerospace navigation solutions
in support of their journey toward autonomous operations," said
Honeywell Aerospace Technologies President & CEO Jim Currier.
"With this acquisition, we will be able to immediately expand
our offerings to customers in the European Union through
Civitanavi's navigation solutions, a capability we intend to
further build out in the near-term. We look forward to adding this
critical technology to our portfolio to help accelerate the growth
of our Aerospace business. We are excited to welcome Civitanavi's
talented workforce as our newest Honeywell Futureshapers," Currier
added.
Bird & Bird is acting as legal counsel to Honeywell in the
acquisition process, while UniCredit is acting as financial
advisor.
About Honeywell
Honeywell is an integrated operating company serving a broad
range of industries and geographies around the world. Our business
is aligned with three powerful megatrends – automation,
the future of aviation and energy transition – underpinned
by our Honeywell Accelerator operating system and
Honeywell Connected Enterprise integrated software
platform. As a trusted partner, we help organizations solve
the world's toughest, most complex challenges, providing actionable
solutions and innovations through our Aerospace Technologies,
Industrial Automation, Building Automation and Energy and
Sustainability Solutions business segments that help make the world
smarter, safer and more sustainable. For more news and information
on Honeywell, please visit www.honeywell.com/newsroom.
For any other information about the voluntary tender offer
please see the documents publicly available
here: https://www.honeywell.com/it/it.
We describe many of the trends and other factors that drive our
business and future results in this release. Such discussions
contain forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act). Forward-looking statements are those that address
activities, events, or developments that management intends,
expects, projects, believes, or anticipates will or may occur in
the future. They are based on management's assumptions and
assessments in light of past experience and trends, current
economic and industry conditions, expected future developments, and
other relevant factors, many of which are difficult to predict and
outside of our control. They are not guarantees of future
performance, and actual results, developments and business
decisions may differ significantly from those envisaged by our
forward-looking statements. We do not undertake to update or revise
any of our forward-looking statements, except as required by
applicable securities law. Our forward-looking statements are also
subject to material risks and uncertainties, including ongoing
macroeconomic and geopolitical risks, such as lower GDP growth or
recession, capital markets volatility, inflation, and certain
regional conflicts, that can affect our performance in both the
near- and long-term. In addition, no assurance can be given that
any plan, initiative, projection, goal, commitment, expectation, or
prospect set forth in this release can or will be achieved. These
forward-looking statements should be considered in light of the
information included in this release, our Form 10-K and other
filings with the Securities and Exchange Commission. Any
forward-looking plans described herein are not final and may be
modified or abandoned at any time.
The offer is being launched exclusively in Italy, as the shares of the Issuer are listed
exclusively on Euronext Milan, an Italian regulated market
organized and managed by Borsa Italiana S.p.A., and it is subject
to the disclosure obligations and procedural requirements provided
for under Italian law. In particular, the offer will be launched
through the publication of an offer document subject to the
approval of the Italian securities regulator (Commissione
Nazionale per le Società e la Borsa – CONSOB). The Offer has not
been, and will not be, launched nor disseminated in United States of America (or to "U.S. Persons"
as defined under the U.S. Securities Act of 1933), Canada, Japan
and Australia, nor in any other
country where such an Offer is forbidden without authorization from
competent authorities or other fulfilments are required by the
offeror (jointly, the "Excluded Countries"), nor using
national or international communication or trade tools of the
Excluded Countries (including, by way of example, the postal
system, e-mail, telephone and Internet), nor by way of any office
of any of the financial intermediaries of such Excluded Countries,
nor in any other manner. This press release does not constitute
nor is it intended to constitute an offer, invitation or
solicitation to buy or otherwise acquire, subscribe for, sell or
otherwise dispose of financial instruments, and no sale, issuance
or transfer of financial instruments of Civitanavi Systems S.p.A.
will be made in any country in violation of the regulations
applicable therein.
Media
Relations
|
Investor
Relations
|
Stacey Jones
|
Sean Meakim
|
+1
908.378.6258
|
+
704.627.6200
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Stacey.Jones@Honeywell.com
|
Sean.Meakim@Honeywell.com
|
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SOURCE Honeywell