2nd UPDATE: Meggitt Agrees To Buy Component Supplier For $685 Million
January 18 2011 - 7:34AM
Dow Jones News
Aerospace, defense and energy company Meggitt PLC (MGGT.LN)
Tuesday announced it had agreed to buy Pacific Scientific
Aerospace, a leading supplier of components to the global civil
aerospace and military markets, from U.S. manufacturing and
technology company Danaher Corp. (DHR) for $685 million in
cash.
The acquisition of PSA will add fire and smoke suppression
capabilities to Meggitt's product portfolio, creating an integrated
leading fire and smoke detection and suppression offering. It will
increase Meggitt's exposure to major civil and military platforms,
including Boeing Co.'s (BA) 787 Dreamliner, Airbus' A380, A350 and
A400M and the Eurocopter NH-90.
It also strengthens Meggitt's portfolio of sensors and
anti-icing products.
Meggitt Chief Executive Terry Twigger said in a statement that
the deal "represents a further major step in the strategic growth
and development of the Meggitt Group and fits well into Meggitt's
business model, with strong technology positions, a significant
level of sole source content and aftermarket sales representing
over one-third of PSA's total revenues."
Meggitt said the transaction will be funded in part by an equity
placing of 69.8 million new ordinary shares, representing about 10%
of its current issued share capital. Priced at 359 pence, the
placing is expected to realize GBP251 million, or about $400
million. The balance will be funded from existing debt
facilities.
At 1136 GMT, Meggitt's shares traded down 4 pence, or 1%, at 366
pence, while the FTSE 250 index traded up 0.6%. They have gained
43% in value in the past year largely due to a recovery in the
aviation industry.
PSA offers fire suppression, sensing, electric power, electric
actuation and security products, with 57% of its revenue generated
in civil aerospace and 43% in military markets. It employs 2,100
workers. PSA reported revenue of $378 million in 2010 and unaudited
adjusted operating profit from trading activities before
depreciation and amortization of $79 million.
Meggitt earns roughly 41% of its revenue from the civil
aerospace market, 45% from the military market and the remaining
14% from other markets, primarily energy.
The deal will enhance Meggitt's low-cost manufacturing
capability, with the addition of factories in Mexico and
Vietnam.
Meggitt estimates cost synergies at about $5 million in 2011,
rising to around $18 million a year by 2014. The one-off cost to
achieve these savings is expected to be about $32 million spread
over three years.
The U.K. company expects to generate cash tax benefits of up to
$8 million a year for 15 years, or roughly $117 million in
aggregate.
On completion of the deal, Meggitt said its gearing will be
comfortably within existing debt covenants. It estimated its ratio
of pro forma net debt to earnings before interest, tax,
depreciation and amortization at approximately 2.5 times at June
30, 2011, and about 2 times as of Dec. 31, 2011.
Meggitt expects the deal to be earnings enhancing
immediately.
Completion of the deal is dependent on regulatory clearances,
including a review by the Committee on Foreign Investment in the
U.S.
-By Jonathan Buck, Dow Jones Newswires; +44 (0)207 842 9237;
jonathan.buck@dowjones.com