Woodward to Combine With Hexcel in All-Stock Transaction


Woodward Inc. will combine its operations with Hexcel Corp. in an all-stock transaction that gives it a controlling stake in the merged entity, creating one of the world’s biggest aerospace and defense suppliers.

The transaction, which the suppliers to Boeing Co. are billing as a merger of equals, will create a company named Woodward Hexcel with annual revenue of more than $5 billion. While suppliers are hurting because of Boeing’s travails following the crash of two 737 Maxes, executives said Sunday they’re driven by the pursuit for more-efficient engines over the next 20 years, not the 737 Max issues.

“This was not dependent on a specific segment or a specific program,” Nick Stanage, who is chairman and chief executive officer of Hexcel and will run the new entity, said on a conference call.

Hexcel shareholders will get 0.625 of Woodward stock for every share held, the companies said in a statement Sunday. That values Hexcel at $6.4 billion or about $76.23 a share, based on Woodward’s closing price Friday, a 4.5% premium from Hexcel’s last traded price. Woodward investors will continue to own the same number of shares, or about 55% of the combined company.

The new entity will be headquartered in Fort Collins, Colorado, where Woodward is based. Hexcel is located in Stamford, Connecticut.

Woodward’s Chairman and CEO Tom Gendron will take the role of executive chairman for one year from the close of the deal, then switch to non-executive chairman for another year before handing the reins to Stanage. The board of 10 will include five directors from each company.

Woodward shares have risen 60% in the past year, with a price-earnings ratio of 26, while Hexcel has gained 21%, with a valuation of 21 times earnings. The S&P 500 Index climbed 26% during that period.

Defense Consolidation

The deal extends a years-long rush to consolidation within the defense industry. It’s the sector’s ninth merger of at least $1 billion announced over the past year, according to data compiled by Bloomberg. Woodward itself has previously been the subject of deal speculation, and in 2018 the company denied a Wall Street Journal report that it was in talks with Boeing.

Boeing is halting production of the 737 Max while waiting for regulators to clear the planes to fly again, a decision that affects suppliers too. In October, Hexcel slightly trimmed its 2019 sales guidance in part because of the airplane’s grounding.

“Merger and acquisition activity has slowed because of uncertainty in the sector related to Boeing’s production freeze of the 737 MAX,” said Eric Reuther, investment banking head for U.S. industrials at CIBC Capital Markets. “However, we are also seeing some companies accelerate sales processes rather than stay on the sidelines to achieve greater certainty as they deal with significant changes in the supply chain.”

There are indeed other forces at work behind Sunday’s deal, the executives said on the call.

“What we’ve seen happening over the last year in particular is huge pressure on the aerospace industry to reduce greenhouse gas emissions,” Gendron said. “We’re both really focused on improving propulsion efficiency, aerodynamic efficiency, lightweighting the aircraft. We’re really pursuing the same initiatives with the same customers.”

Sunday’s merger with Hexcel marks Woodward’s largest deal ever, according to data compiled by Bloomberg. Goldman Sachs & Co. advised Hexcel on the deal, while JPMorgan Securities LLC worked with Woodward.

Bloomberg


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