* Excellent strategic fit, creating new platforms and new growth
* Cash purchase price of $1.5 billion, expected to be financed through
combination of debt and equity-linked securities
* Enhances Goodrich's position as a top-tier aerospace systems company
* Accretive in first full year, including synergies
CHARLOTTE, N.C., June 18 /PRNewswire-FirstCall/ -- Goodrich Corporation
(NYSE: GR) announced today that it has entered into a definitive agreement to
acquire TRW Inc.'s (NYSE: TRW) Aeronautical Systems businesses for
$1.5 billion in cash. The transaction, which has been approved by the Boards
of Directors of Goodrich and TRW Inc., is expected to be permanently financed
by a combination of debt and equity-linked securities. Expected to be
completed in the fourth quarter of 2002, the transaction is subject to
approval by U.S. and European regulatory agencies.
Under the terms of the agreement, Goodrich will acquire businesses with
strong positions in commercial and military aerospace, including flight
controls, cargo systems, engine control systems, power and utility systems,
and missile actuation. All of the businesses have excellent proprietary
positions, patents and technology, and a large installed product base, which
supports a strong aftermarket sales mix. The businesses significantly enhance
Goodrich's global position with 54% of product sales in Europe and
approximately 6,200 employees in 22 facilities in nine countries, including
manufacturing and service operations in the United Kingdom, France, Germany,
Canada, the United States and several Asia/Pacific countries.
"This is a strategically important acquisition for us as we continue to
add value by building on our core aerospace base," said David L. Burner,
Goodrich's chairman and chief executive officer. "The integration of
Aeronautical Systems with Goodrich will significantly strengthen our position
as a top-tier aerospace systems supplier and further deepen our longstanding
relationships with shared customers worldwide. The 55/45 sales split between
original equipment and aftermarket adds to our already balanced business mix,
and Aeronautical Systems' military business, which accounts for 25% of sales,
complements our growing presence in that important sector. The combination of
our businesses will enhance Goodrich's product and systems offerings to the
benefit of customers, suppliers, employees and investors."
TRW Aeronautical Systems had 2001 revenue of $1.1 billion and EBITDA,
before special items, of $180 million, as compiled under TRW management
reporting guidelines. The company expects that annual cost savings of
approximately $30-$40 million, net of anticipated incremental costs, will be
realized within the first three years after completion of the acquisition.
Goodrich expects that the transaction will be accretive to 2003 earnings per
share, excluding special items and inventory step-up accounting (the
difference between the original book value of the inventory and the fair
market value of the inventory upon acquisition), and including cost savings
from synergies resulting from the acquisition. Accretion estimates are also
based on preliminary intangible asset valuations and amortization assumptions
under SFAS No. 142, which are subject to change. The transaction will be
structured to allow Goodrich to deduct goodwill for tax purposes.
Merrill Lynch is serving as financial advisor to Goodrich for this
With 2001 aerospace sales of $4.2 billion, Goodrich Corporation (NYSE: GR)
is a leading worldwide supplier of aerospace components, systems and services.
Headquartered in Charlotte, North Carolina, Goodrich is ranked by Fortune
magazine as one of the "Most Admired" aerospace companies and is included on
Forbes magazine's "Platinum List" of America's best big companies. For more
information visit http://www.goodrich.com.
Certain statements made in this release are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
regarding the Company's future plans, objectives, and expected performance.
Specifically, statements that are not historical facts, including statements
accompanied by words such as "believe," "expect," "anticipate," "intend,"
"estimate" or "plan", are intended to identify forward-looking statements and
convey the uncertainty of future events or outcomes. The Company cautions
readers that any such forward-looking statements are based on assumptions that
the Company believes are reasonable, but are subject to a wide range of risks,
and actual results may differ materially.
Important factors that could cause actual results to differ include, but
are not limited to: the extent to which the Company is successful in acquiring
and integrating TRW's Aeronautical Systems business; global demand for
aircraft spare parts and aftermarket services; the impact of the terrorist
attacks on September 11, 2001 and their aftermath; the timing related to
restoring consumer confidence in air travel; the health of the commercial
aerospace industry, including the impact of bankruptcies in the airline
industry; the extent to which the Company is able to achieve savings from its
restructuring plans; the solvency of Coltec Industries Inc at the time of and
subsequent to the EnPro spin-off; demand for and market acceptance of new and
existing products, including potential cancellation of orders by commercial
customers; successful development of advanced technologies; competitive
product and pricing pressures; continued operation of Fairchild Dornier and
commitment to the 728 and 928 programs; success of the Airbus A380 and
Lockheed Martin Joint Strike Fighter programs; SFAS No. 142 goodwill
impairment analysis; domestic and foreign government spending, budgetary and
trade policies; economic and political changes in international markets where
the Company competes, such as changes in currency exchange rates, inflation
rates, recession and other external factors over which the Company has no
control; and the outcome of contingencies (including completion of
acquisitions, divestitures, litigation and environmental remediation efforts).
Further information regarding the factors that could cause actual results to
differ materially from projected results can be found in the Company's filings
with the Securities and Exchange Commission, including in the Company's Annual
Report on Form 10-K for the year ended December 31, 2001.
The Company cautions you not to place undue reliance on the
forward-looking statements contained in this release, which speak only as of
the date on which such statements were made. The Company undertakes no
obligation to release publicly any revisions to these forward-looking
statements to reflect events or circumstances after the date on which such
statements were made or to reflect the occurrence of unanticipated events.
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SOURCE Goodrich Corporation
Web site: http: //www.goodrich.com
CONTACT: Patty Meinecke, Goodrich Media, +1-704-423-7060, or Jay McCaffrey, TRW Media, +1-216-291-7179, or Paul Gifford, Goodrich Investor Relations, +1-704-423-5517, or Ron Vargo, TRW Investor Relations, +1-216-291-7506