Summary
TransDigm Group Inc. (TDG) announced on November 19, 2015, a definitive merger agreement to acquire Breeze-Eastern Corporation (BZC) through a cash tender offer. The offer values Breeze-Eastern at approximately $206 million, with TransDigm's subsidiary proposing to purchase all outstanding shares for $19.61 per share in cash. This acquisition, if completed, will make Breeze-Eastern an indirect wholly-owned subsidiary of TransDigm. The transaction is structured as a two-step process. Initially, TransDigm will launch a cash tender offer. If successful, any remaining shares not tendered will be acquired in a subsequent merger. The deal is subject to customary closing conditions. This strategic move by TransDigm aims to expand its business through the acquisition of a complementary company, a common strategy for TDG. Investors should note that the tender offer has not yet commenced. TransDigm will file tender offer materials (Schedule TO) with the SEC, and Breeze-Eastern will file its recommendation statement (Schedule 14D-9). Shareholders are strongly advised to review these documents once available for detailed information regarding the offer's terms and conditions. The SEC's website (www.sec.gov) will be a primary source for these filings.
Key Highlights
- 1TransDigm Group Inc. (TDG) to acquire Breeze-Eastern Corporation (BZC) via a definitive merger agreement.
- 2Acquisition to be completed through a cash tender offer at $19.61 per share.
- 3Transaction values Breeze-Eastern at approximately $206 million.
- 4Breeze-Eastern will become an indirect wholly-owned subsidiary of TransDigm.
- 5The deal involves a two-step process: initial tender offer followed by a second-step merger for remaining shares.
- 6The tender offer is subject to customary closing conditions.
- 7Important tender offer and solicitation/recommendation materials will be filed with the SEC (Schedule TO and Schedule 14D-9) upon commencement.