- Demonstrates commitment to aviation safety, improves quality
for Boeing Commercial Airplanes
- Leverages Boeing enterprise engineering and manufacturing
capabilities
- Maintains continuity for key U.S. defense and national security
programs
- Supports supply chain stability and critical manufacturing
workforce
- Provides long-term value for commercial and defense customers,
employees and shareholders
ARLINGTON, Va., July 1, 2024
/PRNewswire/ -- Boeing [NYSE: BA] today announced it has entered
into a definitive agreement to acquire Spirit AeroSystems [NYSE:
SPR]. The merger is an all-stock transaction at an equity value of
approximately $4.7 billion, or
$37.25 per share. The total
transaction value is approximately $8.3
billion, including Spirit's last reported net debt.
Each share of Spirit common stock will be exchanged for a number
of shares of Boeing common stock equal to an exchange ratio between
0.18 and 0.25, calculated as $37.25
divided by the volume weighted average share price of Boeing shares
over the 15-trading-day period ending on the second trading day
prior to the closing (subject to a floor of $149.00 per share and a ceiling of $206.94 per share). Spirit shareholders will
receive 0.25 Boeing shares for each of their Spirit shares if the
volume-weighted average price is at or below $149.00, and 0.18 Boeing shares for each of their
Spirit shares if the volume-weighted average price is at or above
$206.94.
"We believe this deal is in the best interest of the flying
public, our airline customers, the employees of Spirit and Boeing,
our shareholders and the country more broadly," said Boeing
President and CEO Dave Calhoun. "By
reintegrating Spirit, we can fully align our commercial production
systems, including our Safety and Quality Management Systems, and
our workforce to the same priorities, incentives and outcomes –
centered on safety and quality."
Boeing's acquisition of Spirit will include substantially all
Boeing-related commercial operations, as well as additional
commercial, defense and aftermarket operations. As part of the
transaction, Boeing will work with Spirit to ensure the continuity
of operations supporting Spirit's customers and programs it
acquires, including working with the U.S. Department of Defense and
Spirit defense customers regarding defense and security
missions.
"We are proud of the role Boeing plays in supporting our men and
women in uniform and are committed to ensuring continuity for
Spirit's defense programs," said Calhoun.
Airbus SE and Spirit have also entered into a binding term sheet
under which Airbus will acquire, assuming the parties entered into
definitive agreements and receipt of any required regulatory
approvals, certain commercial work packages that Spirit performs
for Airbus concurrently with the closing of the Boeing-Spirit
merger. In addition, Spirit is proposing to sell certain of its
operations, including those in Belfast,
Northern Ireland (non-Airbus operations), Prestwick,
Scotland, and Subang, Malaysia. The transaction is expected to close
mid-2025 and is subject to the sale of the Spirit operations
related to certain Airbus commercial work packages and the
satisfaction of customary closing conditions, including regulatory
and Spirit shareholder approvals.
PJT Partners is acting as lead financial advisor to Boeing, with
Goldman Sachs & Co, LLC and Consello acting as additional
advisors. Sullivan & Cromwell LLP is acting as outside counsel
to Boeing.
Additional information is available on the Events and
Presentations section of www.boeing.com/investors.
About Boeing
As a leading global aerospace company,
Boeing develops, manufactures and services commercial airplanes,
defense products and space systems for customers in more than 150
countries. As a top U.S. exporter, the company leverages the
talents of a global supplier base to advance economic opportunity,
sustainability and community impact. Boeing's diverse team is
committed to innovating for the future, leading with
sustainability, and cultivating a culture based on the company's
core values of safety, quality and integrity. Join our team and
find your purpose at boeing.com/careers.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains "forward-looking
statements" within the meaning of Section 27A of the Securities
Act, Section 21E of the Exchange Act, and the Private Securities
Litigation Reform Act of 1995, each as amended. Words such as
"expects," "believes," "may," "should," "will," "intends,"
"projects," "plans," "estimates," "targets," "anticipates," and
other similar words or expressions, or the negative thereof,
generally can be used to help identify these forward-looking
statements. Examples of forward-looking statements include
statements relating to the anticipated benefits and synergies of
the acquisition, the timetable for completing the acquisition, and
the impact of the acquisition on our business and future financial
condition and operating results, as well as any other statement
that does not directly relate to any historical or current fact.
Forward-looking statements are based on expectations and
assumptions that we believe to be reasonable when made, but that
may not prove to be accurate. These statements are not guarantees
and are subject to risks, uncertainties, and changes in
circumstances that are difficult to predict. Many factors could
cause actual results to differ materially and adversely from these
forward-looking statements. Among these factors are risks related
to: the timely satisfaction of the conditions to the consummation
of the proposed transaction, including approval of the Spirit
stockholders; realizing the anticipated benefits of the acquisition
(including anticipated synergies and quality improvements) in the
expected timeframe or at all; the successful integration of Spirit
into our business and operations; the occurrence of any event,
change, or other circumstance that could give rise to the right of
one or both of the parties to terminate the merger agreement; the
ability of Spirit to enter into definitive agreements with Airbus
SE, and consummate the related transactions, for the disposition of
Spirit operations related to certain Airbus commercial work
packages; reputational risk and potential adverse reactions of our
or Spirit's customers, regulators, employees or business partners,
including those resulting from the announcement or completion of
the proposed transaction; the possibility that the proposed
transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; the
diversion of management's attention and time from ongoing business
operations and opportunities on acquisition-related matters; legal,
regulatory, tax and economic developments affecting Boeing, Spirit
and our respective businesses; the ability of Boeing and Spirit to
obtain the necessary regulatory approvals or to satisfy any of the
other conditions to the proposed combination in a timely manner or
at all; general conditions in the economy and our industry,
including those due to regulatory changes; our reliance on our
commercial airline customers; the overall health of our aircraft
production system, production quality issues, commercial airplane
production rates, our ability to successfully develop and certify
new aircraft or new derivative aircraft, and the ability of our
aircraft to meet stringent performance and reliability standards;
changing budget and appropriation levels and acquisition priorities
of the U.S. government, as well as significant delays in U.S.
government appropriations; our dependence on subcontractors and
suppliers, as well as the availability of highly skilled labor and
raw materials; work stoppages or other labor disruptions;
competition within our markets; our non-U.S. operations and sales
to non-U.S. customers; changes in accounting estimates; realizing
the anticipated benefits of other mergers, acquisitions, joint
ventures/strategic alliances or divestitures; our dependence on
U.S. government contracts; our reliance on fixed-price contracts;
our reliance on cost-type contracts; contracts that include
in-orbit incentive payments; unauthorized access to our, our
customers' and/or our suppliers' information and systems; potential
business disruptions, including threats to physical security or our
information technology systems, extreme weather (including effects
of climate change) or other acts of nature, and pandemics or other
public health crises; potential adverse developments in new or
pending litigation and/or government inquiries or investigations;
potential environmental liabilities; effects of climate change and
legal, regulatory or market responses to such change; credit rating
agency actions and changes in our ability to obtain debt financing
on commercially reasonable terms, at competitive rates and in
sufficient amounts; substantial pension and other postretirement
benefit obligations; the adequacy of our insurance coverage; and
customer and aircraft concentration in our customer financing
portfolio.
Additional information concerning these and other factors can be
found in our and Spirit's filings with the SEC, including our and
Spirit's most recent Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K. Any forward-looking
statement speaks only as of the date on which it is made, and we
assume no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events,
or otherwise, except as required by law.
Additional Information and Where to Find It
Boeing
will file with the U.S. Securities and Exchange Commission (SEC) a
registration statement on Form S-4, which will include a proxy
statement of Spirit that also constitutes a prospectus of Boeing,
and any other documents in connection with the transaction. The
definitive proxy statement/prospectus will be sent to the holders
of common stock of Spirit. INVESTORS AND SHAREHOLDERS OF SPIRIT AND
BOEING ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY
OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION
WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT BOEING, SPIRIT, THE TRANSACTION
AND RELATED MATTERS. The registration statement and proxy
statement/prospectus and other documents filed by Boeing or Spirit
with the SEC, when filed, will be available free of charge at the
SEC's website at www.sec.gov. Alternatively, investors and
stockholders may obtain free copies of documents that are filed or
will be filed with the SEC by Boeing, including the registration
statement and the proxy statement/prospectus, on Boeing's website
at www.boeing.com/investors, and may obtain free copies of
documents that are filed or will be filed with the SEC by Spirit,
including the proxy statement/prospectus, on Spirit's website at
https://investor.spiritaero.com/corporate-profile/default.aspx. The
information included on, or accessible through, Boeing's or
Spirit's website is not incorporated by reference into this press
release.
No Offer or Solicitation
This press release is not
intended to and shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to appropriate
registration or qualification under the securities laws of such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants in the Solicitation
Boeing and certain of
its directors, executive officers and other employees, and Spirit
and its directors and certain of Spirit's, executive officers and
other employees, may be deemed to be participants in the
solicitation of proxies from Spirit's stockholders in connection
with the proposed transaction. A description of participants'
direct or indirect interests, by security holdings or otherwise,
will be included in the proxy statement/prospectus relating to the
proposed transaction when it is filed with the SEC. Information
regarding Boeing's directors and executive officers is contained in
the "Proxy Summary – Leadership Changes," "Election of Directors
(Item 1)," "Corporate Governance," "Compensation Discussion and
Analysis," "Compensation of Executive Officers" and "Stock
Ownership Information" sections of the definitive proxy statement
for Boeing's 2024 annual meeting of shareholders, filed with the
SEC on April 5, 2024, in Item 10 of
Boeing's Annual Report on Form 10-K for the fiscal year ended
December 31, 2023, filed with the SEC
on January 31, 2024, in Boeing's
Current Reports on Form 8-K filed with the SEC on December 11, 2023, March
25, 2024, and May 17, 2024,
and in Boeing's February 22, 2024
press release, available on Boeing's investor relations website at
www.boeing.com/investors, relating to the appointment of a new
Chief Human Resources Officer. Information regarding Spirit's
directors and executive officers is contained in the "Proposal 1 –
Election of Directors," "Corporate Governance," "Director
Compensation," "Stock Ownership" and "Compensation Discussion and
Analysis" sections of Spirit's definitive proxy statement for its
2024 annual meeting of stockholders, filed with the SEC on
March 12, 2024, under the heading
"Executive Officers of the Registrant" in Part I of Spirit's Annual
Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on
February 22, 2024, in Item 5.07 of
Spirit's Current Report on Form 8-K filed with the SEC on
April 29, 2024, and in Spirit's
Current Report on Form 8-K filed with the SEC on June 5, 2024. Additional information regarding
ownership of Boeing's securities by its directors and executive
officers and of Spirit's securities by its directors and executive
officers is included in such persons' SEC filings on Forms 3 and 4.
These documents and the other SEC filings described in this
paragraph may be obtained free of charge as described above under
the heading "Additional Information and Where to Find It."
Contact
Boeing Media Relations
media@boeing.com
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SOURCE Boeing