Boeing announced today that it has entered into a definitive agreement to acquire Spirit AeroSystems. The merger is an all-stock transaction, with an equity value of approximately $4,7 billion – or $37,25 per share. The total value of the transaction is approximately US$8,3 billion, including Spirit's reported net debt.
Each Spirit share will be exchanged for a number of Boeing shares equal to an exchange rate between 0.18 and 0.25, calculated as $37,25 divided by the volume-weighted average price of Boeing shares over the 15 business day period which ends on the second business day prior to closing (subject to a minimum of $149,00 per share and a maximum of $206,94 per share). Spirit shareholders will receive 0.25 shares of Boeing for each of their Spirit shares if the volume-weighted average price is at or below $149,00, and 0.18 shares of Boeing for each of their Spirit shares if the volume-weighted average price is at or above US$206,94.
“We believe this agreement is in the best interests of the traveling public, our airline customers, Spirit and Boeing employees, our shareholders and the country as a whole,” said Dave Calhoun, Boeing president and CEO. “By reintegrating Spirit, we can fully align our commercial production systems, including our Safety and Quality Management Systems, and our workforce with the same priorities, incentives and results – centered on safety and quality.”
Boeing's acquisition of Spirit will include substantially all Boeing-related business operations, as well as additional commercial, defense and aftermarket operations. As part of the transaction, Boeing will work with Spirit to ensure the continuity of operations that the Spirit customers and programs it acquires, including working with the U.S. Department of Defense and Spirit's defense customers regarding missions defense and security.
“We are proud of the role Boeing plays in ing our men and women in uniform and are committed to ensuring the continuity of Spirit’s defense programs,” Calhoun said.
Airbus SE and Spirit have also entered into a binding agreement under which Airbus will acquire, assuming the parties enter into definitive agreements and receive necessary regulatory approvals, certain commercial work packages that Spirit performs for Airbus concurrently with the closing of the merger. Boeing-Spirit. In addition, Spirit is proposing to sell certain of its operations, including those in Belfast, Northern Ireland (non-Airbus operations), Prestwick, Scotland, and Subang, Malaysia. The transaction is expected to close by mid-2025 and is subject to the sale of Spirit's operations related to certain Airbus commercial work packages and the satisfaction of customary closing conditions, including regulatory and Spirit shareholder approvals.
PJT Partners serves as lead financial advisor to Boeing, with Goldman Sachs & Co, LLC and Consello serving as additional advisors. Sullivan & Cromwell LLP serves as external counsel to Boeing.
Additional information is available in the Events and Presentations section of the website www.boeing.com/investors.
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