8-KOther EventsExhibits & Filings

TransDigm Group INC 8-K Report, Corporate Update (Apr 22, 2013)

Filed April 22, 2013For Securities:TDG

Summary

TransDigm Group Incorporated (TDG) announced on April 22, 2013, a definitive merger agreement to acquire Aerosonic Corporation (AIM) in a cash tender offer. The transaction values Aerosonic at approximately $39 million on a fully-diluted basis, with TransDigm offering $7.75 per share for all outstanding shares. This acquisition, if successfully completed, will make Aerosonic an indirect wholly-owned subsidiary of TransDigm. The deal is structured as a two-step process, starting with a tender offer and followed by a back-end merger to acquire any remaining shares not tendered. Investors should note that the tender offer had not yet commenced at the time of this filing, and detailed offer materials would be filed with the SEC.

Key Highlights

  • 1TransDigm Group Inc. has entered into a definitive merger agreement to acquire Aerosonic Corporation.
  • 2The acquisition will be conducted via a cash tender offer at $7.75 per share.
  • 3The total transaction value is approximately $39 million on a fully-diluted basis.
  • 4Aerosonic Corporation will become an indirect wholly-owned subsidiary of TransDigm.
  • 5The deal involves a two-step acquisition process: tender offer followed by a merger.
  • 6The tender offer had not yet commenced at the time of the filing.
  • 7An exhibit containing the April 22, 2013 press release announcing the agreement is included.

Frequently Asked Questions

This Form 8-K filing announces a material event: TransDigm Group Incorporated's definitive merger agreement to acquire Aerosonic Corporation. It provides details about the transaction, including the offer price and structure.

TransDigm plans to acquire Aerosonic Corporation for $7.75 per share in cash. The transaction is valued at approximately $39 million on a fully-diluted basis.

The acquisition will be a two-step process. First, a subsidiary of TransDigm will launch a cash tender offer to purchase all outstanding shares of Aerosonic. If successful, TransDigm will then acquire any remaining shares through a second-step merger.

At the time of this filing on April 22, 2013, the tender offer had not yet commenced. TransDigm will file the necessary materials with the SEC, including an offer to purchase, on Schedule TO, once the offer begins.