WICHITA, Kan.,
Jan. 31,
2025 /PRNewswire/ -- Spirit AeroSystems
Holdings, Inc. (NYSE: SPR) today announced that, at the special
meeting of its shareholders held earlier today, its shareholders
voted to approve the proposed acquisition of Spirit AeroSystems by
The Boeing Company. The transaction, announced last summer, is
expected to close in mid-2025, subject to closing conditions
including the receipt of regulatory approvals.
"Our shareholder's resounding approval today
represents an important milestone in our carefully planned merger
with Boeing," said Irene
Esteves, Spirit AeroSystems Chief Financial Officer. "As we
continue executing our transition planning, we remain focused on
Spirit's foundational principles of safety, compliance and
quality."
Spirit will continue to operate as an independent company until
the transaction closes.
On the web: www.spiritaero.com
On Twitter: @SpiritAero
About Spirit AeroSystems Inc.
Spirit
AeroSystems is one of the world's largest manufacturers of
aerostructures for commercial airplanes, defense platforms, and
business/regional jets. With expertise in aluminum and advanced
composite manufacturing solutions, the company's core products
include fuselages, integrated wings and wing components, pylons,
and nacelles. We are leveraging decades of design and manufacturing
expertise to be the most innovative and reliable supplier of
military aerostructures, and specialty high-temperature materials,
enabling warfighters to execute complex, critical missions. Spirit
also serves the aftermarket for commercial and business/regional
jets. Headquartered in Wichita,
Kansas, Spirit has facilities in the U.S., U.K.,
France, Malaysia and Morocco. More information is available
at www.spiritaero.com.
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes
"forward-looking statements" that involve many risks and
uncertainties. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as "aim,"
"anticipate," "believe," "could," "continue," "designed," "ensure,"
"estimate," "expect," "forecast," "goal," "intend," "may," "might,"
"model," "objective," "outlook," "plan," "potential," "predict,"
"project," "seek," "should," "target," "will," "would," and other
similar words, or phrases, or the negative thereof, unless the
context requires otherwise. Forward-looking statements are based on
circumstances as of the date on which the statements are made and
they reflect management's current views with respect to future
events and are subject to risks and uncertainties, both known and
unknown. Actual results may vary materially from those anticipated
in forward-looking statements. Investors should not place undue
reliance on any forward-looking statements.
Important factors that could cause actual results to differ
materially from those in the forward-looking statements include
risks and uncertainties relating to the proposed acquisition
of Spirit AeroSystems Holdings, Inc. ("Spirit" and, together with
its consolidated subsidiaries, the "Company") by The Boeing Company
("Boeing") (the "Boeing Merger Transaction") and the proposed
divestiture of a portion of the Company's business to Airbus SE
("Airbus") and its affiliates (the "Airbus Business Disposition")
in connection with the Boeing Merger Transaction as contemplated by
the term sheet between Spirit AeroSystems, Inc., a wholly owned
subsidiary of Spirit, and Airbus (together, the "Transactions," and
each a "Transaction"), including, among others: the possible
inability of the Company to negotiate and enter into definitive
agreements with Airbus and its affiliates with respect to the
Airbus Business Disposition; the possible inability of the parties
to a Transaction to obtain the required regulatory approvals for
such Transaction and to satisfy the other conditions to the closing
of such Transaction on a timely basis or at all; the possible
occurrence of events that may give rise to a right of one or more
of the parties to the Boeing Merger Transaction merger agreement to
terminate such merger agreement; the risk that the Company is
unable to consummate the Transactions on a timely basis or at all
for any reason, including, without limitation, failure to obtain
the required regulatory approvals or failure to satisfy other
conditions the closing of either of the Transactions; the potential
for the pendency of the Transactions or any failure to consummate
the Transactions to adversely affect the market price of Spirit's
common stock or the Company's financial performance or business
relationships; risks relating to the value of Boeing's common stock
to be issued in the Boeing Merger Transaction; the possibility that
the anticipated benefits of the Transactions cannot be realized in
full or at all or may take longer to realize than expected; the
possibility that costs or difficulties related to the integration
of the Company's operations with those of Boeing will be greater
than expected; risks relating to significant transaction costs; the
intended or actual tax treatment of the Transactions; litigation or
other legal or regulatory action relating to the Transactions or
otherwise relating to the Company or other parties to the
Transactions instituted against the Company or such other parties
or Spirit's or such other parties' respective directors and
officers and the effect of the outcome of any such litigation or
other legal or regulatory action; risks associated with contracts
containing provisions that may be triggered by the Transactions;
potential difficulties in retaining and hiring key personnel or
arising in connection with labor disputes during the pendency of or
following the Transactions; the risk of other Transaction-related
disruptions to the business, including business plans and
operations, of the Company; the potential for the Transactions to
divert the time and attention of management from ongoing business
operations; the potential for contractual restrictions under the
agreements relating to the Transactions to adversely affect the
Company's ability to pursue other business opportunities or
strategic transactions; and competitors' responses to the
Transactions.
Additional important factors that could cause actual results
to differ materially from those reflected in the forward-looking
statements and that should be considered in evaluating the
Company's outlook include, but are not limited to, the following:
the Company's ability to continue as a going concern and satisfy
its liquidity needs, the success of the Company's liquidity
enhancement plans and operational and efficiency initiatives, the
Company's ability to access the capital and credit markets
(including as a result of any contractual limitations, including
under the merger agreement for the Boeing Merger Transaction), the
outcomes of discussions related to the timing or amounts of
repayment for certain customer advances and the costs and terms of
any additional financing; the continued fragility of the global
aerospace supply chain including the Company's dependence on its
suppliers, as well as the cost and availability of raw materials
and purchased components, including increases in energy, freight,
and other raw material costs as a result of inflation or continued
global inflationary pressures; the Company's ability and its
suppliers' ability and willingness to meet stringent delivery
(including quality and timeliness) standards and accommodate
changes in the build rates or model mix of aircraft under existing
contractual commitments, including the ability or willingness to
staff appropriately or expend capital for current production
volumes and anticipated production volume increases; the Company's
ability to maintain continuing, uninterrupted production at its
manufacturing facilities and its suppliers' facilities; the
Company's ability, and its suppliers' ability, to attract and
retain the skilled work force necessary for production and
development in an extremely competitive market; the effect of
economic conditions, including increases in interest rates and
inflation, on the demand for the Company's and its customers'
products and services, on the industries and markets in which it
operates in the U.S. and globally, and on the global aerospace
supply chain; the general effect of geopolitical conditions,
including Russia's invasion of
Ukraine and the resultant
sanctions being imposed in response to the conflict, including any
trade and transport restrictions; the conflict in the Middle East could impact certain suppliers'
ability to continue production or make timely deliveries of
supplies required to produce and timely deliver the Company's
products, and may result in sanctions being imposed in response to
the conflict, including trade and transport restrictions impact
certain suppliers' ability to continue production or make timely
deliveries of supplies required to produce and timely deliver the
Company's products, and may result in sanctions being imposed in
response to the conflict, including trade and transport
restrictions; the Company's relationships with the unions
representing many of its employees, including the Company's ability
to successfully negotiate new agreements, and avoid labor disputes
and work stoppages with respect to its union-represented employees;
the impact of significant health events, such as pandemics,
contagions or other public health emergencies (including the
COVID‑19 pandemic) or fear of such events, on the demand for the
Company's and its customers' products and services and on the
industries and markets in which the Company operates in the U.S.
and globally; the timing and conditions surrounding the full
worldwide return to service (including receiving the remaining
regulatory approvals) of the B737 MAX, future demand for the
aircraft, and any residual impacts of the B737 MAX grounding on
production rates for the aircraft; the Company's reliance on Boeing
and Airbus and its affiliates for a significant portion of its
revenues; the business condition and liquidity of the Company's
customers and their ability to satisfy their contractual
obligations to the Company; the certainty of the Company's backlog,
including the ability of customers to cancel or delay orders prior
to shipment on short notice, and the potential impact of regulatory
approvals of existing and derivative models; the Company's ability
to accurately estimate and manage performance, cost, margins, and
revenue under its contracts, and the potential for additional
forward losses on new and maturing programs; the Company's
accounting estimates for revenue and costs for its contracts and
potential changes to those estimates; the Company's ability to
continue to grow and diversify its business, execute its growth
strategy, and secure replacement programs, including its ability to
enter into profitable supply arrangements with additional
customers; the outcome of product warranty or defective product
claims and the impact settlement of such claims may have on the
Company's accounting assumptions; competitive conditions in the
markets in which the Company operates, including in-sourcing by
commercial aerospace original equipment manufacturers; the
Company's ability to successfully negotiate, or re-negotiate,
future pricing under its supply agreements with Boeing, Airbus and
its affiliates and other customers; the possibility that the
Company's cash flows may not be adequate for its additional capital
needs; any reduction in the Company's credit ratings; the Company's
ability to avoid or recover from cyber or other security attacks
and other operations disruptions; legislative or regulatory
actions, both domestic and foreign, impacting the Company's
operations, including the effect of changes in tax laws and rates
and the Company's ability to accurately calculate and estimate the
effect of such changes; spending by the U.S. and other governments
on defense; pension plan assumptions and future contributions; the
effectiveness of the Company's internal control over financial
reporting; the outcome or impact of ongoing or future litigation,
arbitration, claims, and regulatory actions or investigations,
including the Company's exposure to potential product liability and
warranty claims; adequacy of the Company's insurance coverage; the
Company's ability to continue selling certain receivables through
its receivables financing programs; the Company's ability to
effectively integrate recent acquisitions, along with other
acquisitions it pursues, and generate synergies and other cost
savings therefrom, while avoiding unexpected costs, charges,
expenses, and adverse changes to business relationships and
business disruptions; and the risks of doing business
internationally, including fluctuations in foreign currency
exchange rates, impositions of tariffs or embargoes, trade
restrictions, compliance with foreign laws, and domestic and
foreign government policies.
The factors described above are not exhaustive, and it is not
possible for Spirit to predict all factors that could cause actual
results to differ materially from those reflected in its
forward‑looking statements. These factors speak only as of the date
hereof, and new factors may emerge or changes to the foregoing
factors may occur that could impact the Company's business or the
Transactions. As with any projection or forecast, these statements
are inherently susceptible to uncertainty and changes in
circumstances. Except to the extent required by law, Spirit
undertakes no obligation to, and expressly disclaims any obligation
to, publicly update or revise any forward-looking statements,
whether as a result of new information, future events, or
otherwise. Refer to the sections captioned "Risk Factors" in
Spirit's Annual Report on Form 10-K for the fiscal year ended
December 31, 2023, filed with the SEC on February 22,
2024, in Spirit's Quarterly Report on Form 10-Q for the
quarterly period ended September 26, 2024, filed with the SEC
on November 5, 2024, and in the definitive proxy
statement/prospectus related to the Boeing Merger Transaction filed
by Spirit with the SEC on December 20, 2024 for a more
complete discussion of the factors described above and other
factors that may affect the Company's business or the
Transactions.
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SOURCE Spirit Aerosystems
