Boeing announces acquisition agreement with Spirit AeroSystems

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Boeing announces acquisition agreement with Spirit AeroSystems

Jessica Sandral Social Media Editor | Airline Ratings

By Sky Industry News

Jul 3, 2024

Boeing has entered into a definitive agreement to acquire Spirit AeroSystems, aiming to bring the company back under its control. Spirit was originally formed when Boeing sold its Wichita factory and facilities in Tulsa to investment firm Onex Corporation in 2005.

The merger is structured as an all-stock transaction valued at approximately $4.7 billion, or $37.25 per share. The total transaction value, including Spirit’s last reported net debt, is around $8.3 billion.

Each share of Spirit common stock will be exchanged for several shares of Boeing common stock based on an exchange ratio between 0.18 and 0.25, calculated as $37.25 divided by the volume-weighted average share price of Boeing shares over a 15-trading-day period ending on the second trading day prior to closing (subject to a floor of $149.00 per share and a ceiling of $206.94 per share). If the volume-weighted average price is at or below $149.00, Spirit shareholders will receive 0.25 Boeing shares for each of their Spirit shares; if it is at or above $206.94, they will receive 0.18 Boeing shares for each of their Spirit shares.

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“We believe this deal is in the best interest of the flying public, our airline customers, the employees of Spirit and Boeing, our shareholders and the country more broadly,” said Boeing President and CEO Dave Calhoun. “By reintegrating Spirit, we can fully align our commercial production systems, including our Safety and Quality Management Systems, and our workforce to the same priorities, incentives and outcomes – centered on safety and quality.”

The acquisition includes substantially all Boeing-related commercial operations as well as additional commercial, defense, and aftermarket operations. As part of the transaction, Boeing will collaborate with Spirit to ensure continuity for operations supporting Spirit’s customers and programs it acquires.

“We are proud of the role Boeing plays in supporting our men and women in uniform and are committed to ensuring continuity for Spirit’s defense programs,” added Calhoun.

Additionally, Airbus SE and Spirit have entered into a binding term sheet under which Airbus will acquire certain commercial work packages that Spirit performs for Airbus concurrently with the closing of the Boeing-Spirit merger. Furthermore, Spirit plans to sell some operations not related to Airbus work packages located in Belfast (Northern Ireland), Prestwick (Scotland), and Subang (Malaysia). The transaction is expected to close in mid-2025 pending regulatory approvals and other customary closing conditions.