Boeing to acquire aerostructure manufacturer Spirit AeroSystems

Boeing has announced a definitive agreement to acquire Spirit AeroSystems in an all-stock transaction valued at approximately $4.7 billion, translating to $37.25 per share. Including Spirit’s last reported net debt, the total transaction value reaches approximately $8.3 billion. The aerostructure manufacturer is based in Wichita, Kansas. 

“This strategic acquisition underscores Boeing’s dedication to aviation safety and quality enhancement for its commercial airplanes. It also leverages Boeing’s extensive engineering and manufacturing expertise, ensuring stability in the supply chain and sustaining a critical manufacturing workforce,” the manufacturer said in a press release.

Transaction Details

Under the terms of the agreement, each share of Spirit common stock will be exchanged for Boeing common stock at an exchange ratio ranging between 0.18 and 0.25. The precise ratio is determined by dividing $37.25 by the volume-weighted average share price of Boeing shares over a 15-trading-day period, ending two trading days prior to the closing. The agreement includes a floor price of $149.00 per share and a ceiling of $206.94 per share. If Boeing’s average share price is at or below $149.00, Spirit shareholders will receive 0.25 Boeing shares for each Spirit share. Conversely, if the average share price is at or above $206.94, Spirit shareholders will receive 0.18 Boeing shares per Spirit share.

Strategic Importance

Boeing President and CEO Dave Calhoun emphasized the merger’s alignment with Boeing’s priorities. “We believe this deal is in the best interest of the flying public, our airline customers, the employees of Spirit and Boeing, our shareholders, and the country more broadly,” said Calhoun. “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 – centred on safety and quality.”

Continuity and Stability

The acquisition includes substantially all Boeing-related commercial operations and additional commercial, defence, and aftermarket operations of Spirit. Boeing is committed to maintaining continuity for key U.S. defence and national security programmes. Calhoun stated, “We are proud of the role Boeing plays in supporting our men and women in uniform and are committed to ensuring continuity for Spirit’s defence programmes.”

Airbus and Divestiture Plans

In a related move, Airbus SE and Spirit have agreed on a binding term sheet, wherein Airbus will acquire certain commercial work packages currently performed by Spirit for Airbus. This acquisition is conditional upon the closing of the Boeing-Spirit merger and obtaining necessary regulatory approvals. Additionally, Spirit plans to divest certain operations, including those in Belfast, Northern Ireland (non-Airbus operations), Prestwick, Scotland, and Subang, Malaysia.

Expected Closing

The transaction is expected to close by mid-2025, subject to customary closing conditions, regulatory approvals, and Spirit shareholder approvals. The sale of Spirit operations related to certain Airbus commercial work packages is a significant precondition for the completion of the merger.