Cleary Gottlieb represented Goldman Sachs as financial advisor to the Board of Directors of Safran in connection with Safran’s combination with Zodiac Aerospace.
On January 19, 2017, Safran and Zodiac Aerospace announced their entrance into exclusive negotiations for an acquisition of Zodiac Aerospace by Safran through a cash offer of €29.47 per share and a subsequent merger on the basis of 0.485 Safran share for one Zodiac Aerospace share.
Following a profit warning communicated to the market by Zodiac Aerospace on March 14, 2017, Safran and Zodiac Aerospace continued their exclusive negotiations.
The revised terms of the combination provide for a one-step structure and new financial terms. Under the agreement, Zodiac Aerospace’s shareholders would receive €25 per share through an uncapped cash offer or some Safran preferred shares in a subsidiary exchange offer capped at 31.4 percent of Zodiac Aerospace shares. The exchange ratio of the exchange offer is 0.300 to 0.332 Safran preferred share for one Zodiac Aerospace share, reflecting a +5 percent/-5 percent collar mechanism. Total consideration to Zodiac Aerospace’s shareholders is expected to be approximately €7.5 billion.