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  October 16, 2018 | International, Aerospace

  TransDigm to Acquire Esterline Technologies in $4 Billion All Cash Transaction

  CLEVELAND, OH and BELLEVUE, WA., October 10, 2018 /PRNewswire/GlobeNewswire -- TransDigm Group Incorporated (NYSE: TDG) and Esterline Technologies Corporation (NYSE:ESL) announced today that they have entered into a definitive agreement under which TransDigm will purchase all of the outstanding shares of common stock of Esterline for $122.50 per share in cash, which represents a premium of 38% to Esterline's closing price on October 9, 2018, or a total transaction value of approximately $4.0 billion including the assumption of debt. The transaction has been approved by the Boards of Directors of both companies. TransDigm expects the acquisition to be financed primarily through cash on hand and the incurrence of new term loans, and currently anticipates the acquisition to be modestly accretive to TransDigm's adjusted earnings per share within the first year of ownership. The acquisition of Esterline expands TransDigm's platform of proprietary and sole source content for the aerospace and defense industries, including significant aftermarket exposure. Headquartered in Bellevue, Washington, Esterline is an industry leader in specialized manufacturing for these sectors with anticipated fiscal year 2018 revenue of approximately $2.0 billion. The company consists of 28 business units organized across eight platforms to deliver specialty aerospace, defense and industrial products. The company employs over 12,500 employees in more than 50 operating locations throughout the world. Esterline has attractive platform positions in both the OEM and aftermarket and has substantial content on many important commercial aircraft variants, many regional and business jet aircraft and major defense platforms. “We are pleased to have reached agreement to acquire a collection of businesses that fit well with our focused and consistent strategy,” stated W. Nicholas Howley, TransDigm's Executive Chairman. “Esterline's core aerospace and defense business consists of primarily proprietary, sole source products with significant and growing aftermarket exposure. We view this as highly complementary to our existing business. We are confident that the combination of Esterline's leading positions and our proven track record of driving performance will enable us to deliver the private equity-like returns our investors have come to expect from this investment." Kevin Stein, TransDigm's President and Chief Executive Officer stated, “We are excited to acquire Esterline's wide range of complementary products and see a path to create significant value for TransDigm shareholders, customers and stakeholders. Upon completion of the transaction, Bob Henderson, TransDigm's current Vice-Chairman, will oversee the integration and operations of Esterline. Mr. Henderson has been a key member of TransDigm's management team for close to 25 years and has overseen the integration of numerous acquisitions during this period, including our recent acquisition of Kirkhill from Esterline.” “Our combination with TransDigm delivers a compelling value for our shareholders,” said Curtis Reusser, Chairman, President and Chief Executive Officer of Esterline. “I am pleased with the outcome of our thoughtful strategic review process, and we believe it is the best result for all Esterline stakeholders. I am very proud of the commitment and focus of our employees to serving the needs of our customers, and I am confident the combined companies will be well positioned to succeed in the global market we serve.” The acquisition will be financed through a combination of existing cash on hand of approximately $2 billion and the incurrence of new term loans. TransDigm has obtained commitments for the full amount of financing required for the transaction. Immediately upon closing, the combined company will maintain the financial flexibility to meet any anticipated operating, acquisition, and other opportunities that may arise though a combination of cash on hand, undrawn revolver, and under certain circumstances, additional availability under its credit agreement. The transaction is subject to customary closing conditions, including Esterline stockholder approval and the receipt of required regulatory approvals. The companies expect to complete the transaction in the second half of calendar 2019. Advisors Morgan Stanley & Co. LLC acted as financial advisor to TransDigm. Wachtell, Lipton, Rosen & Katz and Baker & Hostetler LLP acted as TransDigm's lead legal counsel. Goldman Sachs & Co. LLC acted as financial advisor to Esterline and Evercore Group L.L.C. served as advisor to Esterline's Board of Directors. Skadden, Arps, Slate, Meagher & Flom served as legal counsel to Esterline. Conference Call TransDigm will hold a conference call to discuss this announcement beginning at 10:45 a.m. ET Wednesday, October 10. To join the call, dial (888) 558-9538 and enter the passcode 5278399. International callers should dial (760) 666-3183 and use the same passcode. A slideshow accompanying the presentation will be posted to http://www.transdigm.com prior to the call. A telephone replay will be available for one week by dialing (855) 859-2056 and entering the pass code 5278399. International callers should dial (404) 537-3406 and use the same passcode. About TransDigm Group TransDigm Group Incorporated, 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, high performance hoists, winches and lifting devices, and cargo loading, handling and delivery systems. About Esterline Esterline Corporation is a leading worldwide supplier to the aerospace and defense industry specializing in three core business segments: Advanced Materials; Avionics & Controls; and Sensors & Systems. Operations within the Advanced Materials segment focus on technologies including high-temperature-resistant materials and components used for a wide range of military and commercial aerospace purposes, and combustible ordinance and electronic warfare countermeasure products. Operations within the Avionics & Controls segment focus on technology interface systems for commercial and military aircraft and similar devices for land- and sea-based military vehicles, integrated cockpit systems, display technologies for avionics, training and simulation markets, secure communications systems, specialized medical equipment, and other high-end industrial applications. The Sensors & Systems segment includes operations that produce high-precision temperature and pressure sensors, specialized harsh-environment connectors, electrical power distribution equipment, and other related systems principally for aerospace and defense customers. Forward-Looking Statements Statements in this press release which are not historic facts are forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to expectations of Esterline's future performance, profitability, growth and earnings; expectations of TransDigm's earnings per share and the financial impact of the proposed transaction; the financing of the proposed transaction; and the timing of the proposed transaction. All statements other than statements of historical fact that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements, including, in particular, statements about our plans, objectives, strategies and prospects regarding, among other things, the acquired business. We have identified some of these forward-looking statements with words like "believe," "may," "will," "should," "expect," "intend," "plan," predict," "anticipate," "estimate" or "continue" and other words and terms of similar meaning. All forward-looking statements involve risks and uncertainties which could affect TransDigm's actual results and could cause its actual results or the benefits of the proposed transaction to differ materially from those expressed in any forward-looking statements made by, or on behalf of TransDigm. These risks and uncertainties include, but are not limited to, closing conditions to the proposed transaction may not be achieved, the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, the effect of the announcement or pendency of the proposed transaction on the TransDigm's and Esterline's business relationships, operating results and business generally, risks related to diverting management's attention from ongoing business operations, the outcome of any legal proceedings that may be instituted related to the Merger Agreement or the proposed transaction, unexpected costs, charges or expenses resulting from the proposed transaction, Esterline's actual financial results for the year ended September 28, 2018 may differ from expected results, TransDigm may have difficulty obtaining required approvals, TransDigm may have difficulty implementing its strategic value drivers, and TransDigm may be impacted by the effects of general economic and industry conditions. Except as required by law, TransDigm undertakes no obligation to revise or update the forward-looking information contained in this press release. Additional Information and Where to Find It This communication is being made in respect of the proposed transaction involving Transdigm and Esterline. In connection with the proposed transaction, Esterline intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Esterline will mail the definitive proxy statement and a proxy card to each stockholder of Esterline entitled to vote at the stockholder meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that Esterline may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF ESTERLINE ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT ESTERLINE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ESTERLINE AND THE PROPOSED TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by Esterline with the SEC, may be obtained free of charge at the SEC's website (http://www.sec.gov) or at Esterline's website (http://www.esterline.com/) or by contacting Esterline's Investor Relations at 500 108th Avenue NE, Suite 1500, Bellevue, Washington 98004, or by calling (425) 453-9400. Participants in the Solicitation Esterline and TransDigm and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Esterline's stockholders with respect to the proposed transaction. Information about Esterline's directors and executive officers and their ownership of Esterline's common stock is set forth in its proxy statement for its 2018 Annual Meeting of Stockholders which was filed with the SEC on December 27, 2017, and its Annual Report on Form 10-K for the fiscal year ended September 29, 2017, which was filed with the SEC on November 21, 2017, and the Amendment No. 1 on Form 10-K/A, which was filed with the SEC on March 30, 2018. Information about TransDigm's directors and executive officers is set forth in its proxy statement for its 2018 Annual Meeting of Stockholders and its most recent Annual Report on Form 10-K. These documents may be obtained for free at the SEC's website at www.sec.gov. Additional information regarding the potential participants, and their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the proposed transaction. Contact: TransDigm Esterline Liza Sabol John Hobbs Director of Investor Relations Sr. Director, Investor Relations (216) 706-2945 (425) 453-9400 ir@transdigm.com https://www.esterline.com/Newsnbsp;PressCenter/EntryId/6232/TransDigm-to-Acquire-Esterline-Technologies-in-4-Billion-All-Cash-Transaction.aspx

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  July 9, 2021 | International, Aerospace

  Les Armées face au défi des drones

  Faisant suite aux deux rapports parlementaires à l'Assemblée nationale et au Sénat, Le Figaro consacre une double page aux drones militaires. Pour la ministre des Armées, la menace des drones « s'accroît et s'accélère », a-t-elle déclaré en assistant, à Biscarrosse, à un premier tir antidrone par laser. « C'est un véritable enjeu technologique, car il s'agit de faire face à une menace qui ne peut pas toujours être prise en compte par notre défense aérienne classique : elle est trop petite, trop lente, trop basse et avec une signature radar trop faible » poursuit la ministre. Pour y répondre, les systèmes Milad ou Bassalt conçus avec le groupe ADP ont déjà été utilisés à l'occasion de la fête nationale ou du sommet du G7 à Biarritz. En outre, le système Arlad est capable de détecter un objet volant entre 700 mètres et 1 kilomètre et d'orienter un tir de destruction automatique. Toutefois, la « chaîne détection-identification-neutralisation n'est pas encore consolidée » reconnaissent les armées. Les régiments vont donc aussi s'équiper de fusils brouilleurs Nerod. Dans le domaine offensif, la France cherche à rattraper son retard. « Nous allons multiplier le nombre d'aéronefs au sein de l'armée de terre par plus de 10 pour passer de 250 en 2017 à 3 000 en 2023 », explique le lieutenant-colonel Pierre-Yves. Par ailleurs, s'agissant des munitions rôdeuses, le général François Lecointre, chef d'état-major des armées, s'est montré clair : « l'emploi de munitions rôdeuses n'est pas acceptable d'un point de vue éthique. Les drones que nous utilisons permettent de contrôler la munition tirée sur la cible qui est identifiée précisément jusqu'au moment du déclenchement du tir ».

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  August 27, 2019 | International, Land

  Army Hopes Microsoft App Will Help Reduce Heavy Soldier Loads

  By Matthew Cox The Army is finalizing a new, web-based modeling app -- developed by Microsoft -- that will allow soldier equipment officials to see how hanging new pieces of kit on close-combat troops could affect a squad's performance. "For a long, long, long time, we have struggled with the ability to be able to show in a quantitative manner how a new component or an upgraded component will affect the effectiveness of a soldier and squad," John Howell, current lead for the Army's new Adaptative Squad Architecture effort, told an audience Tuesday. He spoke at the first industry day for what Army officials hope will lead to a new framework developing future capability sets for dismounted soldiers that are far lighter and more streamlined than today's assortment of tactical gear. While still in its early stages, the Architectural Assessment Tool is designed to be a collaborative tool for project managers and requirements officials to view digital models of soldiers kitted-out in current-issue gear to form a baseline. In a quick demo, Howell made a copy of the squad leader configuration baseline and then replaced his M4A1 with an M249 squad automatic weapon and the accessories needed for it. "This is where you start to get into a little bit of the quantitative assessment piece," he said, showing how the app immediately calculates the weight added from the change. "What you notice immediately is that this special squad leader now weighs 30 pounds more." It's a simple example, "but just to get to this point is quite a big step," Howell said. "In order to treat the soldier as an integrated weapons platform, this is the kind of thing you need to be able to do." Adaptive Squad Architecture is the latest attempt by the Army to treat the soldier as a complete system, breaking away from the long practice of developing individual pieces of equipment and fielding them. "We build the soldier out like a Christmas tree and our products are like ornaments, and we just continue to hang products off our soldiers until the soldier gets so heavy, they can't move," said Brig. Gen. Anthony Potts, head of Program Executive Office Soldier. Potts told the mix of small and large defense companies in attendance that the Army needs a new approach to developing capability sets of equipment that are much lighter than the roughly 120-pound loads dismounted infantrymen carry today. "If I can give you an architecture ... you can look at this and say, 'You know what? I've got an idea that I can combine three of those capabilities into one,'" Potts said. "Those three capabilities might weigh 4.5 today and you go, 'You know, I can bring it to one and I can bring it to you for 2.75 pounds.' "Let me tell you something, if you do that, you have my interest." In addition to the web-based assessment tool, the Army is also conducting evaluations that involve running infantry squads through tactical lanes at Camp Shelby, Mississippi, to build a database of performance data, Potts said. "We are doing a correlation of data on squad performance, how the individual data on that soldier relates to the individual performance and how it relates to the entire squad's performance," he said, adding that he is sending a five-member team to Afghanistan in October to embed with the 75th Ranger Regiment to do more data collection. "We want to be able to make data-driven decisions on some of the places we are going for in materiel development in the future," Potts said. Under the soldier lethality priority in the Army's new modernization strategy, the service is developing advanced new kit such as the Integrated Visual Augmentation System, or IVAS, a Microsoft technology that will let soldiers view their weapon's sight reticle and other tactical information through a pair of tactical glasses. The Army is also developing the Next Generation Squad Weapon, a replacement for the M4A1 and M249 that promises to offer significant weight savings on the weapon as well as the ammunition, Army officials have said. But Potts realizes that it's still up to commanders to decide how much weight their soldiers carry into battle. "A commander may believe that if we gave him 20% lighter ammunition or 30% lighter ammunition and he feels like the fight he's going into ... means he can take 20 or 30% [more ammo], that's a commander's call," he said. On the other hand, Potts said a commander may decide "I'm going up a hill at 90 degrees; I'm going to take that 30% weight savings because that's what I think is the most important thing to me." "I think what we are going to do is give commanders more options on what they can do with their formations that they have never had before, because the basic load that we will provide through the architecture will be lighter. ... As we draw down the weight of our body armor, draw down the weight of our ammunition, draw down the weight of our automatic weapons, you are going to free up space in there that's going to make it lighter," Potts said. https://www.military.com/daily-news/2019/08/22/army-hopes-microsoft-app-will-help-reduce-heavy-soldier-loads.html