Boeing to acquire Spirit AeroSystems
Image courtesy Spirit AeroSystems
The price of $37.25 per share represents a 30% premium to Spirit's closing stock price of $28.60 on 29th February 2024, the day before Spirit and Boeing issued press releases confirming they were in discussions regarding a potential transaction.
"After carefully evaluating Boeing's offer to combine, we are confident this transaction is in the best interest of Spirit and its shareholders and will benefit Spirit's other stakeholders," said Patrick M. Shanahan, President and Chief Executive Officer of Spirit. "Bringing Spirit and Boeing together will enable greater integration of both companies' manufacturing and engineering capabilities, including safety and quality systems."
Spirit also announced today that it entered into a binding term sheet with Airbus SE. Under the term sheet, the parties will continue to negotiate in good faith to enter into definitive agreements for Airbus to acquire certain Spirit assets that serve Airbus programmes, concurrently with the closing of Spirit's acquisition by Boeing.
Shanahan continued: "We are proud of the part we have played in Airbus' programmes and believe bringing these programmes under Airbus ownership will enable greater integration and alignment."
The definitive merger agreement with Boeing and the term sheet with Airbus were unanimously approved by the Spirit Board of Directors. The closing under the definitive merger agreement with Boeing is subject to the completion of the divestiture of the Airbus businesses by Spirit and is subject to other closing conditions, including approval of the definitive merger agreement by Spirit shareholders and receipt of regulatory approvals.
The closing of the Airbus transaction - if a definitive agreement for the Airbus transaction is entered into with Airbus - will be subject to the substantially concurrent closing of the Boeing acquisition of Spirit and will be subject to other closing conditions, including the receipt of regulatory approvals. The closings of these transactions are expected to occur in mid-2025.
In addition, Spirit plans to pursue the divestiture of certain operations. These include Spirit's business and operations in Subang, Malaysia, Prestwick, Scotland that support Airbus programmes and Belfast, Northern Ireland, other than those that support Airbus programmes.
Dave Calhoun, President and CEO, Boeing, said: "By once again combining our companies, 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 – centred on safety and quality. This is an opportunity to bring back critical airplane manufacturing work on Boeing airplanes into our factories – where Boeing and Spirit world-class engineers and mechanics can work seamlessly together, focused on a common mission to build safe and quality airplanes for our customers."
Spirit AeroSystems is one of the world's largest manufacturers of aerostructures for commercial airplanes, defence platforms and business/regional jets. With expertise in aluminum and advanced composite manufacturing solutions, the company's core products include fuselages, integrated wings and wing components, pylons, and nacelles. Spirit also serves the aftermarket for commercial and business/regional jets. Headquartered in Wichita, Kansas, Spirit has facilities in the US, UK, France, Malaysia and Morocco.
