Harris Williams & Co. Advises Breeze-Eastern Corporation on its Pending Merger with TransDigm Group Incorporated

November 23, 2015

Harris Williams & Co., a preeminent middle market investment bank focused on the advisory needs of clients worldwide, announces that it is serving as the exclusive financial advisor to Breeze-Eastern Corporation (Breeze-Eastern; NYSE MKT: BZC) on its pending merger with TransDigm Group Incorporated (TransDigm; NYSE: TDG). Breeze-Eastern is a leading global designer and manufacturer of high performance lifting and pulling devices for military and civilian aircrafts. The transaction, which is subject to customary closing conditions, is being led by Jon Nemo, Chris Smith and Meg McGurk of Harris Williams & Co.’s Aerospace, Defense & Government Services (ADG) Group.

Under the terms of the agreement, a subsidiary of TransDigm will commence a tender offer to acquire all of the outstanding shares of Breeze-Eastern common stock for $19.61 per share in cash, in a transaction valued at approximately $206 million. Following the purchase of shares through the tender offer, TransDigm will complete the transaction by acquiring all remaining shares not acquired in the offer through a merger at the same price as the tender offer. The transaction will be funded with TransDigm's cash on hand and is not subject to any financing conditions. The merger agreement was unanimously approved by the Board of Directors of Breeze-Eastern.

TransDigm, through its wholly-owned subsidiaries, is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial and military aircrafts in service today. Major product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electromechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, NiCad batteries and chargers, engineered latching and locking devices, rods and locking devices, engineered connectors and elastomers, cockpit security components and systems, specialized cockpit displays, aircraft audio systems, specialized lavatory components, seatbelts and safety restraints, engineered interior surfaces and related components, lighting and control technology, military personnel parachutes and cargo loading, handling and delivery systems.

Breeze-Eastern is a leading global designer and manufacturer of high performance lifting and pulling devices for military and civilian aircrafts, including rescue hoists, winches and cargo hooks and weapons lifting systems. The company employs approximately 172 people at its facility in Whippany, New Jersey and in Fredericksburg, Virginia.

As contemplated by the merger agreement, Breeze-Eastern, with the assistance of its independent advisors, will solicit superior proposals from third parties for 40 days following the date of the merger agreement signed November 18, 2015. Breeze-Eastern does not anticipate disclosing any developments regarding this process unless and until its Board of Directors makes a decision with respect to a potential superior proposal. There is no assurance that this process will result in a superior proposal. TransDigm will terminate its tender offer if Breeze-Eastern accepts a superior proposal and terminates the merger agreement in accordance with its terms.

This press release is not an offer to purchase or a solicitation of an offer to sell securities of Breeze-Eastern. The planned tender offer by TransDigm for all of the outstanding shares of common stock of Breeze-Eastern has not been commenced. On commencement of the tender offer, TransDigm will mail to Breeze-Eastern stockholders an offer to purchase and related materials and Breeze-Eastern will mail to its stockholders a solicitation/recommendation statement with respect to the tender offer. TransDigm will file its offer to purchase with the Securities and Exchange Commission (the SEC) on Schedule TO, and Breeze-Eastern will file its solicitation/recommendation statement with the SEC on Schedule 14D9. BREEZE-EASTERN STOCKHOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE, SINCE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING TERMS AND CONDITIONS OF THE OFFER. Breeze-Eastern stockholders may obtain a free copy of these materials (when they become available) and other documents filed by TransDigm or Breeze-Eastern with the SEC at the website maintained by the SEC at www.sec.gov.

Harris Williams & Co. (www.harriswilliams.com), a member of The PNC Financial Services Group, Inc. (NYSE:PNC), is a preeminent middle market investment bank focused on the advisory needs of clients worldwide.  The firm has deep industry knowledge, global transaction expertise and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements and capital markets advisory services.

Harris Williams & Co.’s ADG Group offers strategic advice to a global base of leading aerospace, defense and government services clients. For more information on the ADG Group and other recent transactions, visit the ADG Group’s section of the Harris Williams & Co. website. 

Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorized and regulated by the Financial Conduct Authority.  Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.