Spirit AeroSystems to Acquire EU-Based Supplier Asco Industries
Spirit AeroSystems Holdings, Inc. (NYSE: SPR) today announced a definitive agreement to acquire S.R.I.F. N.V., the parent company of Asco Industries, N.V. (Asco), for $650 million in cash, subject to customary closing adjustments, including foreign currency adjustments. Asco is a leading supplier of high lift wing structures, mechanical assemblies and major functional components to major OEMs and Tier-1 suppliers in the global commercial aerospace and military markets. Spirit expects to finance the acquisition through new debt.
"Asco is a compelling fit for Spirit that aligns extremely well with the strategic priorities we have been communicating. Specifically, it expands our Airbus content on A320 and A350 wings, adds new defense content on the F-35 and broadens our commercial capabilities to help grow our fabrication business," said Spirit President and CEO Tom Gentile. "We are pleased to acquire a business of this scale that has such an outstanding reputation with its customers dating back to 1954 and a strong management team led by CEO Christian Boas, who will remain with the business following the closing."
"Throughout Asco's history, we have been committed to delivering innovative and value-added products for our customers," said Christian Boas, CEO of Asco. "This transaction with Spirit represents an excellent outcome for Asco and as we become part of a larger, global enterprise with greater combined expertise and resources, we will be even better positioned to do that. We are confident this combination will deliver long-term benefits to our customers and we look forward to joining Spirit as we embark on the next chapter in our company's history."
Asco employs approximately 1,400 people across four manufacturing sites comprising over 1.5 million square feet including: Vancouver and Stillwater, Oklahoma in North America, Gedern, Germany, and its headquarters in Zaventem, Belgium, in Europe. These are concentrated highly automated state-of-the-art facilities with available capacity to support rate increases and future growth. Asco has well-established customer relationships in its markets with high-value single-source products, including leading and trailing edge wing devices such as slat tracks and flap supports, structural parts and assemblies. Representative commercial aerospace programs include A320, A350 XWB, A380, 737, 787, C-Series and E2. Representative military programs include F-35, A400M, and KC-390.
Asco revenues are anticipated to be approximately $400 million in 2018. "We expect to realize attractive cost synergies from the acquisition; the expected return on investment exceeds our internal threshold and the post-synergy EBITDA multiple* is under 8x," said Gentile. Spirit estimates the acquisition will be accretive to adjusted non-GAAP earnings per share in the first full year after closing.
The transaction, which is expected to close in the second half of 2018, is subject to regulatory approvals and customary closing conditions.
- EBITDA is a non-GAAP measure defined as earnings before interest, taxes, depreciation and amortization. The Company has chosen to present an estimated post-synergy EBITDA multiple related to the purchase price of Asco in order to provide investors with additional useful information. The Company considers EBITDA to be an important measure used to evaluate operating performance, and the measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the industry, but this figure should not be considered in isolation.
Methuselah Advisors and Goldman Sachs & Co. LLC served as financial advisors, and Sullivan & Cromwell LLP and Stibbe served as legal advisors to Spirit. Lazard served as sole financial advisor to the sellers, and Eubelius and Gibson Dunn & Crutcher LLP served as legal advisors to the sellers.