CLEVELAND, July 22, 2019
/PRNewswire/ -- TransDigm Group Incorporated (NYSE: TDG), a leading
global designer, producer and supplier of highly engineered
aircraft components, announced today that it has received a binding
offer pursuant to a put option agreement (the "Put Agreement") from
Eaton Corporation plc (NYSE:ETN) for the acquisition by
Eaton of the business of
Souriau-Sunbank Connection Technologies (Souriau-Sunbank) in a
transaction valued at approximately $920
million. Pursuant to the terms of the Put Agreement,
after completion of the consultation process with Souriau's French
works councils, TransDigm (through its subsidiaries) will have the
right to require Eaton to enter
into a securities purchase agreement providing for the purchase by
Eaton of the shares of the
Souriau-Sunbank companies. In addition to the consultation
with Souriau's French works councils, the transaction is subject to
execution and delivery of the securities purchase agreement and
other definitive agreements and customary closing conditions,
including receipt of required regulatory approvals.
Souriau-Sunbank was acquired by TransDigm in March 2019 as part of the Esterline Technologies
acquisition and is a leading global supplier of highly-engineered
interconnect solutions for harsh environments serving customers
primarily in aerospace, defense and space end markets. The business
is headquartered in Versailles,
France and generated revenues of $363
million for the trailing 12-month period ended June 30, 2019.
W. Nicholas Howley, Executive
Chairman commented, "As previously communicated, we have been
considering divesting some Esterline portfolio businesses that do
not align well with TransDigm's strategy. As such, we are
pleased to have an agreement for the divestiture of Souriau-Sunbank
to Eaton. This is a high quality, well established connector
business. We are confident that its customers will continue to be
well-served as we work toward a successful completion of the
transaction."
The transaction is expected to be completed during the fourth
quarter of calendar 2019.
Goldman Sachs & Co. LLC acted as financial advisor to
TransDigm, and Baker & Hostetler LLP acted as TransDigm's lead
legal counsel.
About TransDigm Group
TransDigm Group, through its wholly-owned subsidiaries, is a
leading global designer, producer and supplier of highly engineered
aircraft components for use on nearly all commercial and military
aircraft in service today. Major product offerings, substantially
all of which are ultimately provided to end-users in the aerospace
industry, include mechanical/electro-mechanical actuators and
controls, ignition systems and engine technology, specialized pumps
and valves, power conditioning devices, specialized AC/DC electric
motors and generators, NiCad batteries and chargers, engineered
latching and locking devices, rods and locking devices, engineered
connectors and elastomers, databus and power controls, cockpit
security components and systems, specialized cockpit displays,
aircraft audio systems, specialized lavatory components, seat belts
and safety restraints, engineered interior surfaces and related
components, lighting and control technology, military personnel
parachutes, high performance hoists, winches and lifting devices,
and cargo loading, handling and delivery systems.
TransDigm acquired Esterline in the second quarter of fiscal
2019. Esterline includes a collection of over 20 business units
that primarily develop, produce and market products for the
aerospace and defense industry. TransDigm is currently in the
process of integrating Esterline as well as evaluating the
strategic fit and description of each individual Esterline business
unit.
Forward-Looking Statements
Statements in this press release which are not historic facts
are forward-looking statements under the provisions of the Private
Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact that address activities, events or
developments that we expect, believe or anticipate will or may
occur in the future are forward-looking statements, including, in
particular, statements about the sale of the Souriau-Sunbank
Companies. We have identified some of these forward-looking
statements with words like "believe," "may," "will," "should,"
"expect," "intend," "plan," predict," "anticipate," "estimate" or
"continue" and other words and terms of similar meaning. All
forward-looking statements involve risks and uncertainties which
could affect TransDigm's actual results and could cause its actual
results to differ materially from those expressed in any
forward-looking statements made by, or on behalf of TransDigm.
These risks and uncertainties include, but are not limited to,
TransDigm's ability to successfully complete the sale of the
Souriau-Sunbank Companies, including satisfying the various closing
conditions, such as works council consultations and obtaining
required regulatory approvals. Except as required by law, TransDigm
undertakes no obligation to revise or update the forward-looking
information contained in this press release.
Contact:
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Liza Sabol
|
|
Director of Investor
Relations
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(216)
706-2945
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ir@transdigm.com
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SOURCE TransDigm Group Incorporated