TRANSDIGM GROUP INC : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)
August 11, 2021 at 01:10 pm EDT
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Item 7.01. Regulation FD Disclosure.
On August 11, 2021, TransDigm Group Incorporated (the "Company") issued an
announcement (the "Rule 2.4 Announcement") pursuant to Rule 2.4 of the U.K. City
Code on Takeovers and Mergers confirming that it is in the preliminary stages of
evaluating Meggitt PLC ("Meggitt") concerning a possible combination.
A copy of the Rule 2.4 Announcement is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The information included in this Current Report on Form 8-K under this Item 7.01
(including Exhibit 99.1), is being furnished to the U.S. Securities and Exchange
Commission and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, and shall not be deemed to be
incorporated by reference into any filing made by the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by a specific reference in such filing.
Forward-Looking Statements
The statements in this Current Report on Form 8-K contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. All forward-looking statements involve risks and uncertainties that could
cause TransDigm Group's actual results to differ materially from those expressed
or implied in any forward-looking statements made by, or on behalf of, TransDigm
Group. These risks and uncertainties include but are not limited to: the
possible combination will not be pursued; the failure to satisfy the conditions
of a possible combination if and when implemented (including approvals or
clearances from regulatory and other agencies and bodies) on a timely basis or
at all; the inability of the combined company to realize successfully any
anticipated synergy benefits when (and if) the possible combination is
implemented; the inability of the (post-combination) combined company to
integrate successfully the Company's and Meggitt's operations when (and if) the
possible combination is implemented and the combined company incurring and/or
experiencing unanticipated costs and/or delays or difficulties relating to the
possible combination when (and if) it is implemented. Further information
regarding the important factors that could cause actual results to differ
materially from projected results can be found in TransDigm Group's Annual
Report on Form 10-K for the fiscal year ended September 30, 2020 and other
reports that TransDigm Group or its subsidiaries have filed with the Securities
and Exchange Commission. Except as required by law, TransDigm Group undertakes
no obligation to revise or update any forward-looking statements contained in
this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being furnished with this Current Report on Form 8-K:
Exhibit No. Description
99.1 Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
TransDigm Group Inc. specializes in the design, manufacturing and marketing of aerospace systems and components. Net sales break down by family of products as follows:
- engine components and control systems (50.3%): mechanical and electromechanical actuators and control systems, pumps and engine control systems, power regulators, ignition systems, thermal management systems, fluid management systems, batteries and power supply systems, motion sensors, data recording, analysis and processing systems, etc. The group also offers winches, lifting systems and cargo handling systems;
- cabin systems and equipment (47%): cockpit safety components and systems, locking systems and devices, connectors, audio control systems, specialized sanitary equipment, seat belts and safety devices, interior fittings (seats, display systems, on-board entertainment systems, etc.) lighting systems, parachutes, freight delivery systems, etc. ;
- other (2.7%): non-aeronautical systems and equipment.
At the end of September 2023, the group operated approximately 100 production sites worldwide.
The United States accounts for 64.8% of net sales.