8-KOther EventsExhibits & Filings

TransDigm Group INC 8-K Report, Corporate Update (Nov 19, 2015)

Filed November 19, 2015For Securities:TDG

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.

Frequently Asked Questions

This 8-K filing announces TransDigm Group Inc.'s definitive merger agreement to acquire Breeze-Eastern Corporation. It provides key details about the proposed transaction, including the offer price and valuation.

The filing states that the planned tender offer has not yet commenced. TransDigm will file the necessary offer to purchase materials (Schedule TO) with the SEC upon commencement.

TransDigm is offering $19.61 per share in cash for all outstanding shares of Breeze-Eastern, valuing the total transaction at approximately $206 million.

Breeze-Eastern shareholders are strongly urged to read the offer to purchase and related materials carefully when they become available, as they will contain important information about the tender offer. They can obtain these documents from the SEC's website (www.sec.gov) or by contacting the information agent once selected.