TransDigm Group Incorporated Update on Approach to Meggitt PLC (0087L)
September 07 2021 - 8:02AM
UK Regulatory
TIDM0REK TIDMMGGT TIDM0REK
RNS Number : 0087L
TransDigm Group Incorporated
07 September 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8
OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").
FOR IMMEDIATE RELEASE
7th September 2021
TransDigm Group Incorporated
Update on Approach to Meggitt PLC
TransDigm Group Incorporated (NYSE:TDG) announced today that
after careful consideration, it does not intend to make a firm
offer for Meggitt PLC.
TransDigm Chairman W. Nicholas Howley stated, "We have long
admired and studied the Meggitt business and believed that a
combination between the two companies could provide value to
investors of both companies. However, based on the quite limited
due diligence information that was made available and the resulting
uncertainties, TransDigm could not conclude that an offer of 900
pence per Meggitt share would meet our long-standing goals for
value creation and investor returns. TransDigm and our advisers put
substantial time, effort, resources and expense into evaluating a
potential transaction. We reached a memorandum of understanding
with the Meggitt Pension Plan trustees, arranged the necessary
financing for the acquisition which we anticipated would position
us roughly in the range of leverage levels that we have used
historically for larger acquisitions, and communicated our
willingness to make commitments to HM Government comparable to
those offered by the other bidder for Meggitt. However, consistent
with our disciplined approach to capital allocation, we make
acquisitions only when we see a clear path to achieving our
investment return goals with a reasonable degree of certainty."
Under Note 2 on Rule 2.8 of the Code, TransDigm (and any person
acting in concert with it) reserves the right to set aside the
restrictions in Rule 2.8 of the Code in the following
circumstances: (i) with the agreement of the board of directors of
Meggitt if such agreement is given after the offer announced by
Parker-Hannifin Corporation is withdrawn or lapses; (ii) if a third
party announces a firm intention to make an offer for Meggitt ;
(iii) if Meggitt announces a "whitewash" proposal (as described in
Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a
reverse takeover (as defined in the Code); or (iv) if there is a
material change of circumstances (as determined by the Panel on
Takeovers and Mergers).
A copy of this announcement will be available on TransDigm's
website at www.transdigm.com .
About TransDigm Group
TransDigm Group, through its wholly-owned subsidiaries, is a
leading global designer, producer and supplier of highly engineered
aircraft components for use on nearly all commercial and military
aircraft in service today. Major product offerings, substantially
all of which are ultimately provided to end-users in the aerospace
industry, include mechanical/electro-mechanical actuators and
controls, ignition systems and engine technology, specialized pumps
and valves, power conditioning devices, specialized AC/DC electric
motors and generators, batteries and chargers, engineered latching
and locking devices, engineered rods, engineered connectors and
elastomer sealing solutions, databus and power controls, cockpit
security components and systems, specialized and advanced cockpit
displays, engineered audio, radio and antenna systems, specialized
lavatory components, seat belts and safety restraints, engineered
and customized interior surfaces and related components, advanced
sensor products, switches and relay panels, thermal protection and
insulation, lighting and control technology, parachutes, high
performance hoists, winches and lifting devices, and cargo loading,
handling and delivery systems.
Forward-Looking Statements
Statements in this press release that are not historical facts
are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as "believe,"
"may," "will," "should," "expect," "intend," "plan," "predict,"
"anticipate," "estimate," or "continue" and other words and terms
of similar meaning may identify forward-looking statements. All
forward-looking statements involve risks and uncertainties that
could cause TransDigm Group's actual results to differ materially
from those expressed or implied in any forward-looking statements
made by, or on behalf of, TransDigm Group. These risks and
uncertainties include but are not limited to: the impact that the
COVID-19 pandemic has on the TransDigm Group's business, results of
operations, financial condition and liquidity; the sensitivity of
TransDigm Group's business to the number of flight hours that its
customers' planes spend aloft and its customers' profitability,
both of which are affected by general economic conditions; future
geopolitical or other worldwide events; cyber-security threats and
natural disasters; TransDigm Group's reliance on certain customers;
the U.S. defense budget and risks associated with being a
government supplier including government audits and investigations;
failure to maintain government or industry approvals; failure to
complete or successfully integrate acquisitions; TransDigm Group's
indebtedness; potential environmental liabilities; liabilities
arising in connection with litigation; increases in raw material
costs, taxes and labor costs that cannot be recovered in product
pricing; risks and costs associated with TransDigm Group's
international sales and operations; and other risk factors. Further
information regarding the important factors that could cause actual
results to differ materially from projected results can be found in
TransDigm Group's Annual Report on Form 10-K for the fiscal year
ended September 30, 2020 and other reports that TransDigm Group or
its subsidiaries have filed with the Securities and Exchange
Commission. Except as required by law, TransDigm Group undertakes
no obligation to revise or update the forward-looking statements
contained in this press release.
Contact:
Investor Relations
(216) 706-2945
ir@transdigm.com
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