At $37.25 per share, the agreement represents an enterprise value of approximately $8.3bn, which includes Spirit’s last reported net debt.
The companies confirmed they were in talks about a potential merger in March, 2024.
“After carefully evaluating Boeing’s offer to combine, we are confident this transaction is in the best interest of Spirit and its shareholders, and will benefit Spirit’s other stakeholders,” Patrick M. Shanahan, president and CEO of Spirit, said in a statement. “Bringing Spirit and Boeing together will enable greater integration of both companies’ manufacturing and engineering capabilities, including safety and quality systems.”
Spirit also announced today that it entered a binding term sheet with Airbus. Under the term sheet, the companies will continue to negotiate entering into definitive agreements for Airbus to acquire certain Spirit assets that serve Airbus programs.
The closing under the definitive merger agreement with Boeing is subject to the completion of the divestiture of the Airbus businesses by Spirit and is subject to other closing conditions, including approval of the merger by Spirit shareholders and receipt of regulatory approvals.
The closing of the Airbus transaction, if a definitive agreement for the Airbus transaction is entered into with Airbus, will be subject to the substantially concurrent closing of the Boeing acquisition of Spirit and will be subject to other closing conditions, including the receipt of regulatory approvals. The closings of these transactions are expected to occur in mid-2025.
Spirit, a Wichita-headquartered supplier of aerostructures, was spun-out from Boeing in 2005.
Boeing president and CEO Dave Calhoun said: “By once again combining our companies, 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 – centred on safety and quality.
“This is an opportunity to bring back critical airplane manufacturing work on Boeing airplanes into our factories – where Boeing and Spirit world-class engineers and mechanics can work seamlessly together, focused on a common mission to build safe and quality airplanes for our customers.”
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