Anduril taps former Pentagon acquisition official to bolster international business

Sur le même sujet

• 

  16 octobre 2018 | International, Aérospatial

  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

• 

  30 août 2023 | International, Aérospatial

  Defense Innovation Unit embed to connect INDOPACOM to commercial tech

  A DIU official embedded in the directorate will help ensure it maintains a strong connection between technological needs and industry solutions.

• 

  7 avril 2020 | International, Terrestre

  How are the US Army’s modernization plans faring under a pandemic?

  By: Jen Judson WASHINGTON — The Army commands in charge of acquisition and modernization are taking it day-by-day as the COVID-19 pandemic worsens in the United States, but so far see minimal impact to production lines and modernization efforts underway. “The Army has been very carefully looking at our industrial base and our ability to maintain programs, both for continued readiness and continued modernization, and, in general, we are still remaining fairly close to being on track,” Bruce Jette, the Army's acquisition chief, told reports in an April 3 teleconference. “That doesn't mean that individual programs or individual issues haven't arisen, but, at this point, we have, we think, in the long run, we can resolve any of the challenges we have at hand,” he added. Jette said he has sent letters out to contracting officers, program managers and program executive officers as well as industry providing them guidance and insight “into how we want to work together as a team, through good constructive and continuous and transparent communications, make sure that we know what's going on in each other's camp well enough that we can respond quickly.” One major point of concern is what might happen with sub-tier suppliers to the bigger prime contractors, Jette said, so the Army is doing what it can to understand challenges that these suppliers might be experiencing if they have to shut down production to keep employees safe and healthy should cases of coronavirus crop up. “We are still working various individual issues,” Jette said. “I track, on a daily basis, about 21 pages... on suppliers down to those lower levels.” That list provides projection for 30, 60 and 90 days, but are updated all the time. So far, Boeing is the only major defense contractor to shut down an Army production line, according to Jette. The company reported late in the evening on April 2 that it would have to halt its H-47 Chinook production line in Ridley Park, Pennsylvania, for 10 days to better prevent the spread of the coronavirus after some employees tested positive for the virus. Jette said he didn't believe the work stopping at the Boeing plant would affect the delivery schedule for the H-47s to the force. All other lines are delivering on schedule including the newest version of the Bradley Infantry Fighting Vehicle — the A4 — he said. The fielding of the Joint Light Tactical Vehicle, Jette said, will be delivered at a “lower density,” but added, “it doesn't mean we won't catch up, it just means that we're slowing down.” Jette also said testing would likely be difficult in the coming months due to “the density packing necessary in some cases and how that puts a lot of people at risk.” The Joint Assault Bridge that was already delayed due to other issues was supposed to go into testing, but that will have to be rescheduled, Jette said. “It became a concern about moving the unit, moving the equipment together, getting all the testers,” he said, “and again, I go back to this issue that sometimes military operations require you to be in very close quarters for extended periods of time and that kind of violates our desire to keep people social distancing at this point.” The 2020 calendar year is also packed with major milestones for the Army's ambitious modernization plans. And as the country's citizens continue to self-isolate, avoid travel and work from home as much as possible, it becomes hard to conduct various tests or prototyping activities to move major programs along. “It's a changing situation, it changes pretty much daily,” Gen. Mike Murray, the Army Futures Command commander, told reporters on the same call. "It is very much a running estimate because it does change each and every day and we're not in control of this timeline, so in many ways, we are adjusting to the timeline to try to keep everything on track as best we The Army is having to take a “slight pause” in some activities, Murray said, such as briefly stopping some testing at Aberdeen Proving Ground, Maryland. “It's not because of a system,” he said. “It's based upon the maintenance of the systems as you test them. ... All the vehicles we're testing have to, daily, go into the maintenance bay to be maintained and so the interaction and the proximity, we just have to work through some mitigation strategies, we should have that done very quickly.” The Army's Interim Mobile Short-Range Air Defense System (IM-SHORAD) is one of the vehicles affected by the pause at APG. The system was undergoing automotive testing. The Army's plan to get to a critical soldier touchpoint or evaluation of the Integrated Visual Augmentation System this summer may be interrupted, Murray said, based on how long social distancing will be needed. “It's not Microsoft itself,” as the company is completely teleworking, but the IVAS deliveries could be affected by sub-suppliers, for example, he said. But, according to Murray, even if the touchpoint is delayed, he said the Army would do what is possible to avoid delaying the first unit equipped and believes, at this time, that the service will stay on schedule for t he initial fielding. The Army also has several major tests and evaluations coming up including a long-awaited Limited User Test (LUT) for its Integrated Air-and-Missile Defense Battle Command System (IBCS). A delay on the LUT would pile onto years of delays for the troubled program meant to serve as the brains of the Army's future air and missile defense system. And the Army is planning on another flight test of Lockheed Martin's Precision Strike Munition (PrSM) later this month, which will deliver a new long-range precision fires capability to the battlefield. LRPF is the Army's number one modernization priority. “We are working through mitigation strategies to keep both of those on track,” Murray said. “Every day we're readjusting and reevaluating whether we can physically do that or not.” The IBCS LUT and the PrSM test involve an entire community of representatives coming together, he said, but “I'm not ready to say today that either one of those are slipping; those are closer in and we'll work them through to keep them on schedule as best we possibly can. And if the analysis proves that we can't, there's a lot of sequential things that happen in a program; we may have to look at some concurrency.” Murray noted there are plenty of modernization programs that so far remain unaffected and likely will stay on track, such as Future Vertical Lift efforts to bring two future aircraft online in the mid 2030s, the Army's new network and initial work to restart the Optionally Manned Fighting Vehicle program to replace the Bradley. The Army and the Navy were also able to execute a major hypersonic missile test in March. For now, Murray said, he is focused not on alternative strategies, but how to mitigate impact to current ones. “I'm looking as far out as this fall just to make sure that we can get ahead of it with mitigation strategies," Murray said. https://www.defensenews.com/land/2020/04/06/can-the-army-stay-on-top-of-modernization-plans-during-covid-pandemic/