Vector Aerospace Corporation

TSX : RNO


Vector Aerospace Corporation
EADS

EURONEXT : EAD


EADS
Eurocopter



Eurocopter

June 21, 2011 13:06 ET

Eurocopter Holding and Vector Aerospace Corporation Announce Receipt of All Regulatory Approvals

PARIS, FRANCE and TORONTO, ONTARIO--(Marketwire - June 21, 2011) - Eurocopter Holding, a subsidiary of EADS (EURONEXT:EAD), and Vector Aerospace Corporation (TSX:RNO), a Canadian corporation listed on the Toronto Stock Exchange, announced today that all remaining regulatory approvals required to be obtained by 7762798 Canada Inc. (the "Offeror"), a wholly-owned subsidiary of Eurocopter Holding, under the Offeror's offer to acquire at a price of C$13.00 in cash per share all of the outstanding Common Shares of Vector Aerospace, including all Common Shares that may be issued on the exercise of options granted under Vector Aerospace's stock option plan (the "Offer"), have now been obtained.

The Offer is currently open for acceptance until 2:00 p.m. (Toronto time) on June 30, 2011.

The Offer values Vector Aerospace equity at approximately C$625 million. The Offer price of C$13 per Common Share represented a premium of approximately 15% over the March 25th, 2011 closing price of the Common Shares on the TSX, being the last trading day before the Offer was announced, and a premium of approximately 80% over the closing price of the Common Shares on the TSX on December 2nd, 2010, being the last trading day before Vector Aerospace publicly announced that it was reviewing strategic alternatives to enhance shareholder value.

The Board of Directors of Vector Aerospace, after receiving the recommendation of a Special Committee thereof, has unanimously approved the Offer and has determined that it is in the best interests of Vector Aerospace for the Offer to be made. Scotia Capital, exclusive advisor to Vector Aerospace's Special Committee of Independent Directors, has provided the Board of Directors with a fairness opinion indicating that the consideration to be received by Vector Aerospace shareholders is fair from a financial point of view. In addition, shareholders holding approximately 60% of the issued and outstanding Common Shares have entered into irrevocable lock-up agreements with Eurocopter Holding under which they have agreed to tender their Common Shares to the Offer.

As Canada Post is experiencing labour disruption, registered holders of Common Shares are encouraged to tender their shares in person or by courier as contemplated by the Letter of Transmittal received with the Offer and Circular dated April 15, 2011. Holders who hold shares through brokers or intermediaries, should consult with such brokers or intermediaries in connection with the tender of their shares to the Offer.

About Vector Aerospace

Vector Aerospace is an independent provider of aviation repairs and overhaul services. Through facilities in Canada, the United States, the United Kingdom and Africa, Vector Aerospace provides services to commercial and military customers for various types of gas turbine engines, components and helicopter airframes. Principal operations include Vector Aerospace Helicopter Services Inc. – North America, Vector Aerospace International Limited – UK, Vector Aerospace Engine Services - Atlantic Inc. – North America, and Vector Aerospace Engine Services UK Limited – UK. Vector Aerospace had a revenue contribution of C$545 million in 2010, and approximately 2,500 employees.

About EADS

EADS is a global leader in aerospace, defense and related services. In 2010, the Group – comprising Airbus, Astrium, Cassidian and Eurocopter – generated revenues of € 45.8 billion and employed a workforce of more than 121,000.

About Eurocopter Holding and Eurocopter

Eurocopter Holding is the parent company of Eurocopter. Established in 1992, the Franco-German-Spanish Eurocopter is a division of EADS. The Eurocopter group employs approximately 17,500 people. Eurocopter is a global leader in the manufacturing and sale of helicopters, with a turnover of € 4.8 billion in 2010. There are 11,200 Eurocopter helicopters currently in service with nearly 2,900 customers in 147 countries.

Specific Note Regarding EADS N.V. Forward Looking Statements

This news release may contain certain information that constitutes forward looking information within the meaning of applicable securities laws. These statements are based on EADS' and Eurocopter Holding's current expectations, estimates, forecasts and projections related to the operating environment, economies and markets in which EADS and Eurocopter operate, their financial condition and their general business. By their very nature, forward-looking statements are based on certain factors and assumptions and are subject to important risks and uncertainties. The forward-looking statements herein may differ materially from actual results or events. While EADS and Eurocopter Holding consider the assumptions on which these statements are made to be reasonable, based on information currently available to it, they may prove to be incorrect and readers are cautioned, therefore, not to place undue reliance on these statements as a number of important factors could cause actual results to differ materially from those expressed in such forward-looking statements.

Any forward looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Unless otherwise required under applicable laws, we disclaim any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

Specific Note Regarding Vector Aerospace Corporation Forward Looking Statements

This news release may contain certain information that constitutes forward looking information within the meaning of applicable securities laws. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by words such as the following: expects, plans, anticipates, believes, intends, estimates, projects, assumes, potential and similar expressions. Forward looking statements also include reference to events or conditions that will, would, may, could or should occur. These statements are based on Vector Aerospace Corporation's current expectations, estimates, forecasts and projections related to the operating environment, economies and markets in which Vector Aerospace Corporation operates; its financial condition and its general business. By their very nature, forward-looking statements are based on certain factors and assumptions and are subject to important risks and uncertainties. The forward-looking statements herein may differ materially from actual results or events. While Vector Aerospace Corporation considers the assumptions on which these statements are made to be reasonable, based on information currently available to it, they may prove to be incorrect and readers are cautioned, therefore, not to place undue reliance on these statements as a number of important factors could cause actual results to differ materially from those expressed in such forward-looking statements. The completion of the proposed transaction is subject to a number of terms and conditions including, without limitation, receipt of stipulated regulatory approvals, acceptance of the Offer by holders of the requisite number of Common Shares of Vector Aerospace Corporation, approval of Canadian competition and foreign investment regulators and certain termination rights available under the agreement relating to the transaction.

Any forward looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Unless otherwise required under applicable laws, we disclaim any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

Contact Information

  • Vector Aerospace
    Declan O'Shea
    President and CEO
    +1 416 640 2115

    Vector Aerospace
    Randal L. Levine
    Senior Vice-President and CFO
    +1 416 640 2120
    www.vectoraerospace.com

    EADS
    Pierre Bayle
    + 33 1 42 24 20 63

    EADS
    Alexander Reinhardt
    + 49 89 607 34066

    EADS
    Martin Aguera
    + 49 89 607 34735
    www.eads.com

    Eurocopter
    Cecile Vion-Lanctuit
    + 33 1 49 34 45 04

    Eurocopter
    Stephane Chery
    + 33 4 42 85 82 20
    www.eurocopter.com