Boeing has announced its definitive agreement to acquire Spirit AeroSystems in an all-stock transaction valued at approximately $4.7 billion, or $37.25 per share. The total transaction value, including Spirit's last reported net debt, is around $8.3 billion. The exchange ratio for Spirit shareholders will range between 0.18 and 0.25 Boeing shares per Spirit share, depending on the 15-trading-day volume-weighted average share price of Boeing shares ending on the second trading day prior to the closing.
Boeing's President and CEO, Dave Calhoun, stated that the acquisition is in the best interest of the flying public, airline customers, employees of both companies, shareholders, and the country. He emphasized that reintegrating Spirit will allow full alignment of commercial production systems, safety and quality management systems, and the workforce to prioritize safety and quality.
The acquisition will include substantially all Boeing-related commercial operations, as well as additional commercial, defense, and aftermarket operations. As part of the transaction, Boeing will collaborate with Spirit to ensure the continuity of operations supporting Spirit's customers and acquired programs, including those related to the U.S. Department of Defense and Spirit's defense customers.
Additionally, Airbus SE and Spirit have entered into a binding term sheet, under which Airbus will acquire certain commercial work packages that Spirit performs for Airbus concurrently with the closing of the Boeing-Spirit merger. Spirit also plans to sell certain operations, including those in Belfast, Northern Ireland (non-Airbus operations), Prestwick, Scotland, and Subang, Malaysia. The transaction is expected to close in mid-2025 and is subject to the sale of the Spirit operations related to certain Airbus commercial work packages and the satisfaction of customary closing conditions, including regulatory and Spirit shareholder approvals.
Boeing's acquisition of Spirit is supported by lead financial advisor PJT Partners, with additional advisement from Goldman Sachs & Co, LLC and Consello. Sullivan & Cromwell LLP is acting as outside counsel to Boeing.
For those interested in further information, additional details are available on the events and presentations section of Boeing's investor website. The market has reacted to these announcements by moving the company's shares 2.6% to a price of $186.7. For more information, read the company's full 8-K submission here.
