Boeing agrees to acquire Spirit AeroSystems in $4.7bn deal

The merger is an all-stock transaction at an equity value of approximately $4.7 billion, or $37.25 per share, while the total transaction value is approximately $8.3 billion, including Spirit AeroSystems' last reported net debt, the statement read.

According to the Virginia-headquartered aerospace manufacturer, each share of Spirit AeroSystems common stock will be exchanged for a number of shares of Boeing common stock equal to 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 the 15-trading-day period ending on the second trading day prior to the closing (subject to a floor of $149.00 per share and a ceiling of $206.94 per share).

Shareholders of Spirit AeroSystems will receive 0.25 Boeing shares for each of their Spirit shares if the volume-weighted average price is at or below $149.00, and 0.18 Boeing shares for each of their Spirit shares if the volume-weighted average price is at or above $206.94, as per the statement.

Commenting on the merger, Boeing President and CEO Dave Calhoun said, "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."

"By reintegrating Spirit AeroSystems, 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," Calhoun added.

Boeing said its acquisition of Spirit AeroSystems will include substantially all Boeing-related commercial operations, as well as additional commercial, defense and aftermarket operations.

As part of the transaction, Boeing will work with Spirit to ensure the continuity of operations supporting Spirit's customers and programmes it acquires, including working with the US Department of Defence and Spirit defense customers regarding defense and security missions, the company stated.

"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 programmes," the Boeing President said.

Meanwhile, European multinational aerospace corporation Airbus SE and Spirit AeroSystems have also entered into a binding term sheet under which Airbus will acquire, assuming the parties entered into definitive agreements and receipt of any required regulatory approvals, certain commercial work packages that Spirit performs for Airbus concurrently with the closing of the Boeing-Spirit merger.

In addition, Spirit is proposing to sell certain of its operations, including those in Belfast, Northern Ireland (non-Airbus operations), Prestwick, Scotland, and Subang, Malaysia, according to Boeing.

The transaction is expected to close mid-2025 and is subject to the sale of the Spirit operations related to certain Airbus commercial work packages and the satisfaction of customary closing conditions, including regulatory and Spirit shareholder approvals, as per the Boeing statement.

Global advisory-focused investment bank, PJT Partners, is acting as lead financial advisor to Boeing, with Goldman Sachs & Co, LLC and Consello acting as additional advisors, while Sullivan & Cromwell LLP is acting as outside counsel to Boeing, the statement read.