HONEYWELL TO ACQUIRE CIVITANAVI SYSTEMS
Honeywell announced the intention to acquire the entire
share capital of Civitanavi Systems S.p.A. (Civitanavi or the Company)
(Euronext Milan Exchange: BIT: CNS). Honeywell
will initiate a voluntary tender offer to acquire all outstanding shares of
Civitanavi for a purchase price of €6.30 per share in cash (an equity value of
approximately €200 million at closing).
The
acquisition will further strengthen Honeywell's capabilities to help its
customers create autonomous operations in aircraft and other vehicles. It also
supports Honeywell's alignment of
its portfolio around three compelling megatrends, including the future of
aviation and automation. Together with Civitanavi, Honeywell will be able to
offer a broader set of technologies to its customers across the globe, whether
they are traditional operators seeking to increase the autonomous capability of
their existing fleets or are new entrants in the Advanced Air Mobility space.
The
purchase price payable at closing represents a premium of approximately 27.1%
to the 30-day volume-weighted average trading price of Civitanavi's stock ended
on March 26, 2024,
the last day of trading before the announcement of the transaction. Honeywell
has already secured the commitment of Civitanavi's controlling shareholder,
which owns approximately 66% of Civitanavi's outstanding shares to tender its
shares.
The
transaction is not subject to any financing condition and is expected to close
in the third quarter of 2024, subject to customary closing conditions,
including among the others: (i) receipt of required antitrust clearance; (ii)
receipt of required clearances pursuant to the foreign direct investment
regulations in Italy, United Kingdom and Canada and;
(iii) the tender of at least 95% of Civitanavi's outstanding shares.
Civitanavi
is a leader in position navigation and timing technology for the aerospace,
defense and industrial markets. Both Civitanavi and Honeywell have a successful
history of developing innovative inertial navigation solutions, which can track
the position and orientation of a vehicle by using accelerometers, sensors and
gyroscopes. Civitanavi's product offerings of inertial navigation, geo
reference and stabilization systems will complement technologies in Honeywell's
existing navigation and sensors business. Civitanavi specializes in
high-performance Fiber Optic Gyro technology that Honeywell has not previously
offered in its navigation portfolio.
"By
integrating Civitanavi's inertial technologies and sensors across Honeywell's
existing commercial, military, space and industrial platforms, our customers
across the globe will now have access to a more robust portfolio of aerospace
navigation solutions in support of their journey toward autonomous
operations," said Honeywell Aerospace Technologies President & CEO Jim Currier.
"With
this acquisition, we will be able to immediately expand our offerings to
customers in the European Union through Civitanavi's navigation solutions, a
capability we intend to further build out in the near-term. We look forward to
adding this critical technology to our portfolio to help accelerate the growth
of our Aerospace business. We are excited to welcome Civitanavi's talented
workforce as our newest Honeywell Futureshapers," Currier added.
Bird
& Bird is acting as legal counsel to Honeywell in the acquisition process,
while UniCredit is acting as financial advisor.
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