Orrick Advises Zodiac Aerospace Board on Proposed $8.2 Billion Acquisition by Safran

Orrick is advising the supervisory board of Zodiac Aerospace on a proposed $8.2 billion acquisition by French aerospace company Safran. Safran’s tender offer includes a:

• Primary uncapped cash offer targeting 100% of Zodiac's shares at €25 per share;
• Preferred shares of Safran offered in a subsidiary exchange offer capped at 31.4% of Zodiac's shares, bearing the same rights as ordinary shares but not transferable before three years after their issuance;
• Some family shareholders, as well as two institutional shareholders (FFP and Fonds Stratégique de Participations) will undertake to tender shares, representing 25% of Zodiac's capital in the tender offer. Additionally, certain family shareholders representing less than 5% of Zodiac's capital will remain shareholders of Zodiac Aerospace for a "specified period of time."

Safran also intends to return €2.3 billion to shareholders through an ordinary share buyback program over the two years following the completion of the tender offer. The number of directors at Safran's board will remain unchanged, while two members of Zodiac's supervisory board will join Safran's board, subject to Safran shareholders' approval.

The deal is subject to antitrust authorities’ clearance and is expected to close in early 2018.

This acquisition would create the world's third largest player in aircraft equipment.

The Orrick Rambaud Martel team advising on the matter is led by partners Jean-Pierre Martel and Alexis Marraud des Grottes and includes associates Julien Beloeil and Felix Thillaye.