Moog Announces Acquisition Closing
29 September 2009 - 6:10AM
PR Newswire (US)
EAST AURORA, N.Y., Sept. 28 /PRNewswire-FirstCall/ -- Moog Inc.
(NYSE: MOG.ANYSE:andNYSE:MOG.B) announced today that it has
completed the acquisition of GE Aviation Systems' flight control
actuation business for $90 million in cash, financed with funds
available under its revolving credit facility. The business,
located in Wolverhampton, U.K., designs and manufactures primary
and secondary flight control actuation for a number of commercial
and military programs, including high-lift actuation systems for
the Boeing 777 and 787 and the Airbus A330 and A380. The operation
also provides primary flight controls for the European fighter,
Typhoon, and a main engine lift system for the Rolls-Royce engine
on the STOVL version of the U.S. Joint Strike Fighter. The General
Electric Company acquired this business as part of its acquisition
of Smiths Aerospace in May of 2007. Wolverhampton sales for the
calendar year 2008 were approximately $100 million. The acquisition
will be part of Moog's Aircraft Controls segment. Updated Aircraft
Controls segment fiscal 2010 sales, including Wolverhampton, will
approximate $746 million. "The organization that we're acquiring is
a world-class designer and manufacturer of aircraft actuation
systems, with a specialty in high-lift actuation for commercial
aircraft," said Warren Johnson, President of Moog's Aircraft
Controls Group. "We know that they'll be a great addition to our
team." Consolidated fiscal 2010 sales, including Wolverhampton, are
now forecast to be $2.130 billion. The acquisition is expected to
be neutral to Moog's net earnings and earnings per share for fiscal
2009 and 2010 assuming the transaction is financed completely with
available funds under Moog's revolving credit facility. Forecasted
fiscal 2010 cash flow from operations less capital expenditures is
also expected to be unaffected by this acquisition. Moog Inc. is a
worldwide designer, manufacturer, and integrator of precision
control components and systems. Moog's high-performance systems
control military and commercial aircraft, satellites and space
vehicles, launch vehicles, missiles, automated industrial
machinery, wind energy, marine and medical equipment. Additional
information about the company can be found at http://www.moog.com/.
Cautionary Statement Information included herein or incorporated by
reference that does not consist of historical facts, including
statements accompanied by or containing words such as "may,"
"will," "should," "believes," "expects," "expected," "intends,"
"plans," "projects," "approximate," "estimates," "predicts,"
"potential," "outlook," "forecast," "anticipates," "presume" and
"assume," are forward-looking statements. Such forward-looking
statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements
are not guarantees of future performance and are subject to several
factors, risks and uncertainties, the impact or occurrence of which
could cause actual results to differ materially from the expected
results described in the forward-looking statements. These
important factors, risks and uncertainties include (i) fluctuations
in general business cycles for commercial aircraft, military
aircraft, space and defense products, industrial capital goods and
medical devices, (ii) our dependence on government contracts that
may not be fully funded or may be terminated, (iii) our dependence
on certain major customers, such as The Boeing Company and Lockheed
Martin, for a significant percentage of our sales, (iv) the
possibility that the demand for our products may be reduced if we
are unable to adapt to technological change, (v) intense
competition which may require us to lower prices or offer more
favorable terms of sale, (vi) our significant indebtedness, which
could limit our operational and financial flexibility, (vii) the
possibility that new product and research and development efforts
may not be successful which could reduce our sales and profits,
(viii) increased cash funding requirements for pension plans, which
could occur in future years based on assumptions used for our
defined benefit pension plans, including returns on plan assets and
discount rates, (ix) a write-off of all or part of our goodwill or
intangible assets, which could adversely affect our operating
results and net worth and cause us to violate covenants in our bank
agreements, (x) the potential for substantial fines and penalties
or suspension or debarment from future contracts in the event we do
not comply with regulations relating to defense industry
contracting, (xi) the potential for cost overruns on development
jobs and fixed price contracts and the risk that actual results may
differ from estimates used in contract accounting, (xii) the
possibility that our subcontractors may fail to perform their
contractual obligations, which may adversely affect our contract
performance and our ability to obtain future business, (xiii) our
ability to successfully identify and consummate acquisitions, and
integrate the acquired businesses and the risks associated with
acquisitions, including the risks that the acquired businesses do
not perform in accordance with our expectations, and that we assume
unknown liabilities in connection with the acquired businesses for
which we are not indemnified (all of which risks are presented by
the Wolverhampton acquisition), (xiv) our dependence on our
management team and key personnel, (xv) the possibility of a
catastrophic loss of one or more of our manufacturing facilities,
(xvi) the possibility that future terror attacks, war or other
civil disturbances could negatively impact our business, (xvii)
that our operations in foreign countries could expose us to
political risks and adverse changes in local, legal, tax and
regulatory schemes, (xviii) the possibility that government
regulation could limit our ability to sell our products outside the
United States, (xix) product quality or patient safety issues with
respect to our medical devices business that could lead to product
recalls, withdrawal from certain markets, delays in the
introduction of new products, sanctions, litigation, declining
sales or actions of regulatory bodies and government authorities,
(xx) the impact of product liability claims related to our products
used in applications where failure can result in significant
property damage, injury or death and in damage to our reputation,
(xxi) the possibility that litigation may result unfavorably to us,
(xxii) our ability to adequately enforce our intellectual property
rights and the possibility that third parties will assert
intellectual property rights that prevent or restrict our ability
to manufacture, sell, distribute or use our products or technology,
(xxiii) foreign currency fluctuations in those countries in which
we do business and other risks associated with international
operations, (xxiv) the cost of compliance with environmental laws,
(xxv) the risk of losses resulting from maintaining significant
amounts of cash and cash equivalents at financial institutions that
are in excess of amounts insured by governments, (xxvi) the
inability to modify, to refinance or to utilize amounts available
to us under our credit facilities given uncertainties in the credit
markets, (xxvii) our ability to meet our credit facilities'
restrictive covenants, breach of which could result in a default
under our credit agreements and (xxviii) the risk that our credit
rating is lowered or that other action is taken by credit rating
agencies, or other third parties, that negatively impacts our
credit rating or creditworthiness, (xxix) our customer's inability
to pay us due to adverse economic conditions or their inability to
access available credit. The factors identified above are not
exhaustive. New factors, risks and uncertainties may emerge from
time to time that may affect the forward-looking statements made
herein. Given these factors, risks and uncertainties, investors
should not place undue reliance on forward-looking statements as
predictive of future results. We disclaim any obligation to update
the forward-looking statements made in this release. DATASOURCE:
Moog Inc. CONTACT: Ann Marie Luhr, +1-716-687-4225 Web Site:
http://www.moog.com/
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