Dassault Belgique Aviation SA (“DBA”), Sabena Aerospace SA (“Sabena”) and Société Fédérale de Participations et Investissements – Federale Participatie- en Investeringsmaatschappij SA/NV (“SFPI/FPIM”) announce that on 5 February 2020, they have reached an agreement pursuant to which DBA will sell its entire 96.85% shareholding in Société Anonyme Belge de Constructions Aéronautiques SA/NV (“SABCA”) to a new joint venture company to be established by Sabena and SFPI/FPIM, for a total consideration of 74,571,676.67 euros.
Commenting on the Transaction, Olivier Costa de Beauregard, CEO of DBA said: “Dassault Group is happy to see SABCA entering into a Belgian Industrial Group, with a long tradition in aerospace, which offers interesting opportunities to the company.”
Thibauld Jongen, Chairman and CEO of SABCA group said: “I want to thank Dassault Group, our long-term majority shareholder, for having taken care of SABCA’s future all the way through this process and until the end. We are very happy with the new shareholders, who are genuinely interested in supporting the growth and development potential of SABCA as a major actor in the Belgian aerospace industry. This offers a very exciting perspective for the future of SABCA, as the profile of the new shareholders fits perfectly our needs for accelerating and intensifying the deployment of our strategic transformation plan initiated a few years ago. The new constellation creates a true aerospace leader in Belgium, with a strong position in Civil Aviation, Defense and Space. The shared technical knowledge, expertise and market position will undoubtedly strengthen our activities as the companies will benefit from strong commercial and financial synergies to accelerate and intensify their development as leaders in their markets.”
Commenting on the Transaction, Stéphane Burton, CEO of Sabena said: “Sabena Aerospace is very pleased to set up with SFPI a new Belgian Aerospace Group, where SABCA and Sabena Aerospace will join forces to offer – from the heart of Europe – their services and products to the Aerospace industry, with a broad expertise in Design, Manufacturing and MRO for Space, Defense, Civil Aircraft, up to UAVs. We are looking forward to working with the 1,400 aerospace experts of the new group to contribute to the development of this industry in Belgium and abroad.”
Koen Van Loo, CEO of SFPI/FPIM said: “Belgium has been a pioneer in aerospace and aviation and we are therefore very proud to acquire SABCA and anchor it in Belgium, thus safeguarding and further strengthening the local aerospace ecosystem and employment. Aerospace is one of our key strategic investment sectors and we have a long tradition of 2 investing in Belgian aerospace companies. The acquisition of SABCA and the joining of forces with Sabena Aerospace will create a strong Belgian industrial aerospace player.”
The Transaction is subject to merger control approval and is currently anticipated to close at the end of SABCA’s second quarter 2020.
Upon completion of the Transaction, the new joint venture company will hold 96.85% of the shares in SABCA. The Transaction will be followed by a mandatory public takeover bid by the new joint venture company on the remaining shares in SABCA (in accordance with article 5 of the law dated 1 April 2007 on public takeovers). The price of the mandatory public takeover bid will be EUR 32.0833 per share, which is the same price per share to be paid for DBA’s shareholding in SABCA. The bid price is higher than the weighted average trading price of the SABCA shares on the regulated market of Euronext Brussels during the last 30 calendar days preceding the signing of the above-mentioned agreement (i.e. 5 February 2020), i.e. EUR 20.82, reflecting a premium of 54.10%. SFPI/FPIM and Sabena Aerospace did not acquire any SABCA shares over the last 12 months.
About SABCA: The SABCA Group conducts operations from the three Belgian regions (Brussels Capital Region, Charleroi in Wallonia, and Lummen in Flanders), as well as from Casablanca, Morocco. Today, SABCA benefits from a large palette of expertise, built over its 100 years of experience in designing, manufacturing, maintaining, and upgrading large and complex elements for aircraft and space launchers. Its customers and partners belong to the elite of the aerospace industry. SABCA offers a full range of services to the civil, space and military aviation markets and recently expanded into the commercial Unmanned Autonomous Systems market as an integrator of aerospace-grade solutions for the industry.
SABCA is well known for its involvement in various military aeronautical programs such as the F-16 and Alpha-Jet programs, but also in the Airbus A400M. For the F-16s, various maintenance and repair works for the Belgian Defense, the US Air Force in Europe, the Royal Netherland Air Force or the Royal Danish Air Force are carried out on the Gosselies site.
For the A400M, the SABCA site in Brussels is in charge of the development and production of the wing flap deployment structures, while SABCA Limburg supplies the composite coverings for the wing flaps.
For civil aviation, SABCA is involved in Airbus programs with the A380, A330, the A320 family and the A350XWB, in particular with structural elements carrying flaps and flap fairings.
But it is also an implication in various programmes for Dassault Aviation Falcons.
Finally, SABCA is also space with the Ariane 5 and Ariane 6 programs and the Vega launcher. For Ariane 6, the company is responsible for development and all activation systems.
Brussels – 7 February 2020