CLEVELAND and WHIPPANY, N.J., Jan. 4,
2016 /PRNewswire/ -- TransDigm Group Incorporated
("TransDigm") (NYSE: TDG) and Breeze-Eastern Corporation
("Breeze-Eastern") (NYSE MKT: BZC) today announced the successful
completion of the tender offer by TransDigm, through an indirect
wholly-owned subsidiary, for all of Breeze-Eastern's outstanding
shares ("Shares") for $19.61 per
Share in cash, without interest and less any applicable withholding
taxes. The tender offer expired at 12:00 midnight,
New York City time, at the end of
the day on December 31, 2015. As of
the expiration of the offer, 7,203,868 Shares were validly tendered
and not withdrawn (including 38,918 Shares tendered pursuant to
guaranteed delivery procedures), representing approximately 72.6%
of the outstanding Shares. All validly tendered and not
withdrawn Shares have been accepted for purchase.
TransDigm and Breeze-Eastern intend to promptly complete
TransDigm's acquisition of Breeze-Eastern through a merger of
TransDigm's subsidiary with and into Breeze-Eastern, with
Breeze-Eastern surviving the merger and continuing as an indirect
wholly-owned subsidiary of TransDigm. TransDigm and Breeze-Eastern
intend to effect the merger without a vote or any other action of
Breeze-Eastern's stockholders as permitted under Delaware law. As a result of the merger,
all remaining stockholders of Breeze-Eastern (other than TransDigm,
Breeze-Eastern and any of their respective subsidiaries and holders
that properly exercised appraisal rights) will receive $19.61 per Share in cash, without interest and
less any applicable withholding taxes. Following completion
of the merger, the Shares will cease to be traded on the NYSE
MKT.
Advisors
Baker & Hostetler LLP acted as legal advisor to TransDigm.
Harris Williams & Co. acted as
financial advisor and Freshfields Bruckhaus Deringer US LLP acted
as legal advisor to Breeze-Eastern.
About TransDigm
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, NiCad batteries and chargers, engineered
latching and locking devices, rods and locking devices, engineered
connectors and elastomers, cockpit security components and systems,
specialized cockpit displays, aircraft audio systems, specialized
lavatory components, seatbelts and safety restraints, engineered
interior surfaces and related components, lighting and control
technology, military personnel parachutes and cargo loading,
handling and delivery systems.
About Breeze-Eastern Corporation
Breeze-Eastern Corporation is a leading global designer and
manufacturer of high performance lifting and pulling devices for
military and civilian aircraft, including rescue hoists, winches
and cargo hooks, and weapons-lifting systems. Breeze-Eastern
employs approximately 172 people at its facility in Whippany, New Jersey and in Fredericksburg, Virginia.
Media / Investor Contacts
For TransDigm
Group Incorporated
TransDigm Group
Incorporated
Liza Sabol
Investor
Relations
(216)
706-2945
ir@transdigm.com
|
For Breeze-Eastern
Corporation
Breeze-Eastern
Corporation
Chris
Witty
Investor
Relations
(646)
438-9385
cwitty@darrowir.com
|
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SOURCE TransDigm Group Incorporated