Spirit AeroSystems, a leading manufacturer of aircraft parts, announced today that it has entered into a definitive merger agreement with The Boeing Company. Under the terms of the agreement, Boeing will acquire Spirit for $37.25 per share in Boeing common stock, subject to a collar. This equates to an equity value of approximately $4.7 billion and an enterprise value of approximately $8.3 billion, including Spirit’s net debt. The $37.25 per share price represents a 30% premium over Spirit’s closing stock price on February 29, 2024, the day before the companies announced discussions about a potential transaction.
“After thoroughly evaluating Boeing’s offer, we are confident this transaction is in the best interest of Spirit and its shareholders and will benefit all stakeholders,” said Patrick M. Shanahan, President and CEO of Spirit. “The merger will enable greater integration of both companies’ manufacturing and engineering capabilities, including safety and quality systems.”
In a related announcement, Spirit revealed a binding term sheet with Airbus SE. Under this term sheet, the parties will negotiate to finalize agreements for Airbus to acquire certain Spirit assets related to Airbus programs, concurrently with the closing of Spirit’s acquisition by Boeing. Shanahan added, “We are proud of our contributions to Airbus’ programs and believe that transferring these programs to Airbus ownership will enhance integration and alignment.”
The transaction terms with Boeing specify that Spirit shareholders will receive Boeing common stock for each share of Spirit common stock based on an exchange ratio calculated as $37.25 divided by the volume-weighted average price (VWAP) of Boeing common stock over the 15 trading days ending on the second trading day prior to closing (“Closing Price”). This is subject to a floor of $149.00 per share and a ceiling of $206.94 per share. If the Closing Price is at or below $149.00, Spirit shareholders will receive 0.25 shares of Boeing stock per Spirit share. If the Closing Price is at or above $206.94, they will receive 0.18 shares of Boeing stock per Spirit share.
The definitive merger agreement with Boeing and the term sheet with Airbus were unanimously approved by Spirit’s Board of Directors. The closing of the merger with Boeing is contingent upon the completion of the Airbus asset divestiture by Spirit, along with other conditions, including shareholder approval and regulatory clearances. The Airbus transaction, if finalized, will also be contingent upon the near-simultaneous closing of Boeing’s acquisition of Spirit and other regulatory approvals. Both transactions are anticipated to close by mid-2025.
In addition to the Airbus asset transfer, Spirit plans to divest certain operations, including its business and operations in Subang, Malaysia; Prestwick, Scotland (supporting Airbus programs); and Belfast, Northern Ireland (excluding those supporting Airbus programs).
