CHICAGO (dpa-AFX) - Aerospace and defence major Boeing Co. has agreed to buy
majority of its key supplier Spirit AeroSystems in an all-stock deal at an
equity value of around $4.7 billion, or $37.25 per share. The total transaction
value is around $8.3 billion, including Spirit's last reported net debt.
Boeing's acquisition will include substantially all Boeing-related commercial
operations, including that of 737 MAX airplanes, as well as additional
commercial, defense and aftermarket operations. Separately, Boeing's European
rival Airbus SE agreed with Spirit to buy certain Airbus-related commercial work
packages.

In pre-market activity on the NYSE, Spirit shares were gaining around 7.1
percent to trade at $35.20.

In Paris, Airbus shares are currently trading at 132.32 euros, up 3.17 percent.

In addition, Spirit is proposing to sell certain of its operations, including
those in Belfast, Northern Ireland (non-Airbus operations), Prestwick, Scotland,
and Subang, Malaysia.

The deal price of $37.25 per share represents a 30 percent premium to Spirit's
closing stock price of $28.60 on February 29, the day before Spirit and Boeing
confirmed their discussions regarding a potential transaction.

Spirit and Airbus have entered into a binding term sheet to buy commercial work
packages that Spirit performs for Airbus concurrently with the closing of the
Boeing-Spirit merger.

Spirit noted that its Board of Directors have approved the definitive merger
agreement with Boeing and the term sheet with Airbus.

The deals are expected to close mid-2025, 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.

In the Boeing deal, each share of Spirit stock will be exchanged for a number of
shares of Boeing common stock equal to an exchange ratio between 0.18 and 0.25.
This is calculated as $37.25 divided by the volume weighted average share price
of Boeing shares over the 15-trading-day period ending on the second trading day
prior to the closing.

Following the transaction, Spirit shareholders will receive 0.25 Boeing shares
for each of their Spirit shares if the volume-weighted average price is at or
below $149.00, and 0.18 Boeing shares for each of their Spirit shares if the
volume-weighted average price is at or above $206.94.

As part of the deal, Boeing said it will work with Spirit to ensure the
continuity of operations supporting customers and programs it acquires,
including working with the U.S. Department of Defense and Spirit defense
customers regarding defense and security missions.

Boeing President and CEO Dave Calhoun, who is stepping down from the role at the
end of 2024, said, 'By reintegrating Spirit, 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 - centered on safety
and quality.'

Spirit shares were trading down last Tuesday after Bloomberg reported that
Boeing, which had offered earlier to buy Spirit in a cash deal, changed the
acquisition terms to stock offer to about $35 per share.

Airbus also was reported to be moving forward with talks to buy select Spirit
sites, which makes A220, A350 parts.

Boeing, which had spun off the Wichita, Kansas-based supplier in 2005, had
initiated the takeover talks earlier this year with a view to stabilizing its
key parts supply after 737-9 MAX airplanes were grounded following an early
January accident, in which a mid-cabin door plug on Alaska Airlines' Boeing
737-9 MAX airplane blew out in the middle of the flight.

Following the incident, the U.S. Federal Aviation Administration or FAA had
grounded around 171 737 MAX 9 airplanes for inspections, and also started a
probe into Boeing's manufacturing practices and production lines, including
those involving subcontractor Spirit.

In early March, the federal regulator identified multiple quality control lapses
in its production audit of Boeing and Spirit. The agency also halted production
expansion of the Boeing 737 MAX with a view to holding Boeing accountable for
its production quality issues.



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