Safran SA (ENXTPA:SAF) made an offer to acquire Zodiac Aerospace (ENXTPA:ZC) for €5.6 billion on January 19, 2017. Safran will make a public tender offer wherein it will pay €29.47 per Zodiac common share as consideration. If the tender offer is successful, then on the approval of merger from shareholders of both Safran and Zodiac, both the companies will merge on the basis of exchange ratio of 0.485 Safran share for each Zodiac Share, consistent with the tender offer price after taking into account the special dividend of €5.5 per share amounting €2.3 billion to Safran's shareholders. As per the terms, the founding families of Zodiac, FFP, Fonds Stratégique de Participations and the French State, intend to remain shareholders of Safran and sign a pact providing for a two-year lock-up clause. On May 24, 2017, Safran entered into a business combination agreement to acquire Zodiac Aerospace for €6.9 billion. Safran and Zodiac entered into a new deal structure whereby Safran will pay €25 per share of Zodiac Aerospace. A subsidiary exchange offer targeting a maximum of 31.4% of Zodiac Aerospace's shares will be made under which Zodiac Aerospace shareholders would receive a number of Safran preferred shares determined on the basis of a ratio between a value of €24 per Zodiac Aerospace share and the market price of Safran ordinary shares, within a +5%/-5% collar mechanism, resulting in an exchange ratio of 0.300 to 0.332 Safran preferred share per Zodiac Aerospace share, leading to the issuance of 26.7 to 29.5 million preferred shares, respectively. On December 6, 2017, Safran and Zodiac Aerospace signed an addendum to the business combination agreement. Under the terms of the addendum, if the exchange ratio for the subsidiary exchange offer were to be set at 0.332, the maximum number of preferred shares issued would be 29.4 million shares. As per the announcement made on January 17, 2018, the exchange ratio is set as 0.3 Safran preferred share for 1 Zodiac Aerospace share. The purchase will be funded from a combination of existing cash on hand, including future proceeds from the disposal of Safran Identity & Security business, existing committed undrawn facilities and a €4 billion fully underwritten bridge loan. The syndication of the bridge loan combining 12 mandated lead institutions was completed on March 6, 2017. A termination fee of €150 million will be payable by either of the parties under certain circumstances.

Post-completion, Safran's Board would comprise 20 members, including representatives of Zodiac reference shareholders. Ross McInnes would be Chairman of the Board. Philippe Petitcolin would be Chief Executive Officer and Olivier Zarrouati, Chairman of Zodiac Management Board, would become deputy Chief Executive Officer. Bernard Delpit would be Chief Financial Officer. The finalization of a binding agreement is subject to the completion of procedures with Safran and Zodiac respective employees' representative bodies under applicable laws and regulations. The tender offer would be subject to an acceptance threshold of 50% of outstanding shares of Zodiac and the finalization of transaction would be subject to the approval of Safran and Zodiac shareholders, relevant antitrust clearances, regulatory approvals and other customary conditions. The deal is subject to the obtaining by Zodiac Aerospace of an opinion from an independent expert confirming the fairness of the cash tender offer, the recommendation of the tender offer by Zodiac Aerospace's Supervisory Board and obtaining of resignation letters from certain members of the Supervisory Board of Zodiac Aerospace. Safran's Board and Zodiac Supervisory Board have unanimously approved the transaction and decided to submit it to their respective employee representatives. The revised agreement has been unanimously approved by the Board of Safran and Zodiac Aerospace. The deal was approved by Safran shareholders on June 15, 2017. The deal has been approved by the Kenya's antitrust authority, South Africa's antitrust authority, Russian antitrust authority, South Korean antitrust authority, US regulatory authority, Turkish antitrust authority, Common Market for Eastern and Southern Africa, Federal Trade Commission, Canadian foreign investment authorities, Mexican antitrust authority, German foreign investment authorities, Canadian antitrust authority, Committee on Foreign Investment and EU commission.
Completion of the tender offer is expected by the end of the 4th quarter of 2017 and completion of the merger is expected early 2018. The completion of the tender offer is expected by early January 2018. The offer will open on December 27, 2017 and has a mandatory squeeze out as per regulations. On February 6, 2018, following the first tender offer, Safran has acquired a 79.7% stake in Zodiac as per the provisional results. An additional acceptance period would start on February 19, 2018 and will close on March 2, 2018. The transaction is expected have an accretive effect of more than 10% on the net profit per share from the first complete fiscal year post-transaction.

George A. Stephanakis of Cravath, Swaine & Moore LLP acted as legal advisor for Zodiac Aerospace. Stephane Courbon and Jean Rivière of Bank of America Merrill Lynch International Ltd. and Jean Louis Girodille and Guillaume Molinier of Lazard Ltd. acted as financial advisors for Safran while Thierry Varene and Marc Demuth of BNP Paribas S.A. acted as financial advisors for Zodiac Aerospace's Supervisory Board. Francois Henrot and Romain Nourtier of Rothschild & Co. SCA acted as financial advisors for Zodiac. Antoine Bonnasse of BDGS Associés acted as legal advisor for Safran and Sébastien Prat, Magali Carosso, Marine Blottiaux, Zélie Gani Fior, Magali Buchert, Jean-Baptiste Frantz, Valérie Landes, Anne-Laïla Abback, Emilie Gatineau, Anne-Sophie Arbide-Vignarte, Sebastien de Mones, Marc Pittie and Laetitia Tombarello of Bredin Prat & Associes acted as legal advisors for Zodiac. Kathryn Merryfield, Lauren Hanley, Florence Grasset, Pierre Tourres and Pierre Thomet of Linklaters acted as advisors in the transaction. Louis de Longeaux and Fabien Communier of Herbert Smith Freehills Paris LLP acted as legal advisors for Safran. Emmanuel de la Rochethulon, Linda Hesse, Nicolas André, Alexios Theologitis, Robert Mayo, Olivier Souleres, Eric Barbier de La Serre, Claire Lavin, Françoise Labrousse, Nicolas Brice, Armelle Sandrin-Deforge, Emmanuelle Rivez-Domont and Gabriel Ferran of Jones Day, Darrois Villey Maillot Brochier and Stehlin & Associés acted as legal advisors to Safran. Goldman Sachs Paris Inc. et Cie acted as financial advisor to the Safran's Board of Directors. HSBC France S.A. and Citigroup Inc. acted as financial advisors to Zodiac Aerospace. Jean-Pierre Martel, Alexis Marraud des Grottes, Julien Beloeil and Felix Thillaye of Orrick Rambaud Martel acted as legal advisors to Zodiac Aerospace. Olivier Péronnet and Olivier Courau of Finexsi acted as fairness opinion provider to Zodiac Aerospace's Supervisory Board. Tamara Dini and Joyce Karanja-Ng'ang'a of Bowmans acted as legal advisors for Safran.

Safran SA (ENXTPA:SAF) completed the acquisition of Zodiac Aerospace (ENXTPA:ZC) on March 2, 2018. As of March 2, 2018, Safran has acquired 286.24 million shares of Zodiac Aerospace amounting to 97.57% stake. The required conditions being fulfilled, Safran will in the coming days make a request to the AMF for a mandatory squeeze-out of Zodiac Aerospace's shares. The mandatory squeeze-out will be implemented on March 23, 2018, date upon which the Zodiac Aerospace shares will be delisted from the regulated market run by Euronext in Paris. The mandatory squeeze-out of Zodiac Aerospace shares was implemented on March 23, 2018. CACEIS Corporate Trust acted as centralisation agent for the share indemnity operations. As of November 27, 2018, shareholders of Safran have voted to merge Zodiac.