Spirit AeroSystems enters negotiations with Boeing, Airbus

  

Airbus SE (Amsterdam, Netherlands) has entered into a binding term sheet agreement with Spirit AeroSystems (Wichita, Kan., U.S.) in relation to a potential acquisition of major activities related to Airbus — notably the production of A350 fuselage sections in Kinston, North Carolina, and St. Nazaire, France; of the A220’s wings and mid-fuselage in Belfast, Northern Ireland, and Casablanca, Morocco; as well as of the A220 pylons in Wichita, Kansas.

With this agreement, Airbus aims to ensure stability of supply for its commercial aircraft programs through a more sustainable way forward, both operationally and financially, for the various Airbus work packages that Spirit AeroSystems is responsible for.

The transaction would cover the acquisition of these activities. Airbus will be compensated by payment of $559 million from Spirit AeroSystems, for a nominal consideration of $1.00, subject to adjustments including based on the final transaction perimeter.

Entering into definitive agreements remains subject to an ensuing due diligence process. Whilst there is no guarantee that a transaction will be concluded, all parties are willing and interested to work in good faith to progress and complete this process as timely as possible.

Concurrently, Spirit has entered into a definitive merger agreement under which Boeing (Arlington, Va., U.S.) will acquire Spirit for $37.25 per share in Boeing common stock (see “Boeing holds discussions to acquire supplier Spirit AeroSystems”). At $37.25 per share, this represents an equity value of approximately $4.7 billion and an enterprise value of approximately $8.3 billion including Spirit’s last reported net debt. The price of $37.25 per share represents a 30% premium to Spirit’s closing stock price of $28.60 on Feb. 29, 2024, the day before Spirit and Boeing issued press releases confirming they were in discussions regarding a potential transaction.  

“After carefully evaluating Boeing’s offer to combine, we are confident this transaction is in the best interest of Spirit and its shareholders, and will benefit Spirit’s other stakeholders,” says Patrick M. Shanahan, president and CEO of Spirit. “Bringing Spirit and Boeing together will enable greater integration of both companies’ manufacturing and engineering capabilities, including safety and quality systems.”

The definitive merger agreement with Boeing and the term sheet with Airbus were unanimously approved by the Spirit board of directors. The closing under the definitive merger agreement with Boeing is subject to the completion of the divestiture of the Airbus businesses by Spirit and is subject to other closing conditions, including approval of the definitive merger agreement by Spirit shareholders and receipt of regulatory approvals. The closing of the Airbus transaction, if a definitive agreement for the Airbus transaction is entered into with Airbus, will be subject to the substantially concurrent closing of the Boeing acquisition of Spirit and will be subject to other closing conditions, including the receipt of regulatory approvals. The closings of these transactions are expected to occur in mid-2025. 

In addition, Spirit plans to pursue the divestiture of certain operations. These include Spirit’s business and operations in Subang, Malaysia, Prestwick, Scotland that support Airbus programs, and Belfast, Northern Ireland other than those that support Airbus programs.