Heroux-Devtek Announces Agreement to Acquire CESA, a Leading European Manufacturer of Landing Gear, Actuation and Hydraulic Systems

Editor -
  • Strategic and accretive acquisition will significantly enhance Heroux-Devtek's reach in Europe
  • Purchase price of €140 million (approximately $205 million)

Héroux-Devtek Inc. (TSX:HRX) ("Héroux-Devtek" or the "Corporation"), a leading international manufacturer of aerospace products, is pleased to announce an agreement to acquire Compañia Española de Sistemas Aeronauticos, S.A. ("CESA"), a subsidiary of Airbus SE (PA: AIR), (the "Transaction") for a purchase price of EUR140 million (approximately $205 million) enterprise value, subject to customary closing adjustments. Unless otherwise indicated, all amounts are in Canadian dollars. Approximate Canadian dollar equivalents to Euros are based on the current exchange rate.

"The acquisition of CESA marks a pivotal moment in Héroux-Devtek's international expansion. This transaction will allow us to increase our presence with Airbus, hence giving us better access to one of the largest aircraft manufacturers in the world. With this transaction, we are significantly increasing our presence in Europe, expanding our product and service offering into complementary activities, adding a significant intellectual property rights portfolio, as well as gaining important content on several key aircraft programs and customers. CESA has a strong management team with talented and committed employees and we are looking forward to having them join us. We are very excited to continue building a sustainable future for the Corporation and creating value for our shareholders by proceeding with the largest acquisition in our history," said Gilles Labbé, President and Chief Executive Officer of Héroux-Devtek.

Headquartered in Madrid, Spain, CESA is a leading European provider of fluid mechanical and electromechanical systems for the aerospace industry. Its main product lines include landing gear, actuation and hydraulic systems. CESA provides an integrated product and service offering comprised of design and development engineering, certification, manufacturing, assembly and fleet support to a broad range of customers and aircraft programs. It has cultivated long-term relationships with customers across several key platforms. It operates a 366,000 square foot state-of-the-art industrial complex in Madrid, as well as another facility in Seville. CESA employs a skilled workforce of approximately 340 employees.

"This transaction is in line with our strategic objective of expanding into activities that complement our core landing gear market. In addition to providing us with incremental landing gear business, CESA's world-class expertise in actuation and hydraulic systems will allow Héroux-Devtek to further enhance its reputation as a key supplier to leading global aerospace original aircraft manufacturers," added Réal Bélanger, Executive Vice-President, Business Development and Special Projects of Héroux-Devtek.

STRATEGIC HIGHLIGHTS
Héroux-Devtek gains access to a direct, long-term business relationship with Airbus (which accounts for approximately 50% of CESA's sales); enabling new business opportunities.

Expansion into complementary actuation and hydraulic systems activities.
Diversification of Héroux-Devtek's customer base, both geographically and on key aircraft programs such as the A400M, EuroFighter-2000, S-92, A350 and C-295.

Addition of an important portfolio of intellectual property rights and CESA's sole-source supply business and strengthened exposure to aftermarket sales such as spare parts and maintenance, repair, and overhaul services.

Expected synergies resulting from revenue opportunities through cross-selling opportunities in North America, an expanded European network, customer base and product portfolio and from operational efficiencies in procurement and technology development activities.

"For Airbus, the key criteria for the selection of the final candidate was based on their ability to provide a solid and strong industrial plan for CESA as well as an industrial strategic fit and an engagement towards the employees. This is both in the interest of CESA to continue its growth path as well as for Airbus, since CESA will remain a very important Tier-1 supplier for Airbus Defence and Space and the Airbus group in general. This acquisition fully fulfills these criteria and is a win-win for all parties involved offering CESA the possibility to move up to a next level," said Fernando Alonso, Chief Executive Officer of Airbus Defence and Space, S.A.U.

FINANCIAL HIGHLIGHTS
CESA sales are expected to be approximately EUR94 million (approximately $136 million) with an Adjusted EBITDA1 of approximately EUR11 million (approximately $16 million) for the calendar year ending December 31, 2017.
Expected to deliver high single-digit accretion to Héroux-Devtek's earnings per share within the first full fiscal year of operations.

TRANSACTION HIGHLIGHTS
Purchase price of EUR140 million (approximately $205 million) enterprise value, subject to customary closing adjustments.
Transaction to be financed through:
a $50 million seven-year unsecured subordinated term loan provided by Fonds de solidarité FTQ;
the assumption of debt amounting to approximately EUR29 million (approximately $42 million);
an increase of Héroux-Devtek's existing revolving credit facility to $250 million; and
available cash balance.

Closing expected to occur near the end of the Corporation's 2018 fiscal year, subject to certain approvals, including the authorization of the Spanish Council of Ministers and the prior acquisition by Airbus of the stake of its minority partner in CESA.

Héroux-Devtek's pro forma net debt is expected to be approximately 3.9 times its Adjusted EBITDA (2.6 times excluding government loans) at the expected closing date of the Transaction. Twelve months following the acquisition, the pro forma net debt is expected to decrease below 3.0 times Adjusted EBITDA (below 2.0 times excluding government loans).

ADVISORS
National Bank Financial Inc. acted as exclusive financial advisor to Héroux-Devtek and Lavery, de Billy L.L.P. and Hogan Lovells International LLP acted as legal advisors to Héroux-Devtek. The committed bank debt financing for the Transaction is provided by National Bank of Canada as sole lead arranger and bookrunner.