BAE Systems and EADS confirm talks on combination of companies

BAE Systems and EADS have today confirmed to the stock exchange that they are in discussions regarding a possible combination of their businesses.




This potential combination would be implemented through the creation of a dual listed company structure, under which both companies would operate as one group by means of equalisation and other agreements but would be separately listed on their existing exchanges.

The discussions between the parties envisage that BAE Systems shareholders would own 40% and EADS shareholders 60% respectively of the enlarged group. It is contemplated that there would be a unified board and management structure with identical boards and executive committees at each of BAE Systems and EADS.

The potential combination would create a world class international aerospace, defence and security group with substantial centres of manufacturing and technology excellence in France, Germany, Spain, the UK and the USA.

BAE Systems and EADS operate highly sensitive defence businesses in the USA, the UK, France, Germany, Spain, Saudi Arabia and Australia, amongst other countries. Discussions have therefore been initiated with a range of governments about the implications of the potential transaction.

Under the transaction structure being discussed between the parties, BAE Systems and EADS envisage that certain of their defence activities would be ringfenced with governance arrangements appropriate to their strategic and national security importance, particularly in the USA, given the importance of that market to the enlarged group.

In addition, subject to receiving appropriate shareholder approvals, the parties envisage issuing special shares in BAE Systems and EADS to each of the French, German and UK governments to  replace the existing UK government share in BAE Systems and the stakeholder concert party arrangements in EADS.

BAE Systems and EADS believe that the potential combination of their two businesses offers the prospect of significant benefits for customers and shareholders of both companies. These benefits include cost savings, such as from procurement and sourcing efficiencies available to the enlarged group, and substantial new business opportunities.

Schould EADS and BAE Systems reach definitive agreement on the terms of any combination, completion would be subject to, amongst other things, a number of governmental and regulatory approvals, the approval of ordinary shareholders of both BAE Systems and EADS and certain conditions that are customary for a transaction governed by the City Code on Takeovers and Mergers.

In accordance with Rule 2.4(c) of the Code, both parties or EADS are/is now required, by no later than 5:00 p.m. London time on 10 October 2012, to either announce a transaction in accordance with Rule 2.7 of the Code or announce that they or EADS no longer intend to pursue a transaction. BAE Systems confirms its intention to request an extension to the deadline from the Panel if it and EADS are still in discussions at that time.

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