Fort Capital Partners is pleased to announce that Avcorp Inc. (“Avcorp”) has entered into a definitive arrangement agreement with Latécoère S.A. (“Latécoère”), a “Tier 1” international partner of the world’s major aircraft manufacturers (Airbus, Boeing, Bombardier, Dassault, Embraer and Mitsubishi Aircraft).
Under the arrangement agreement, Latécoère has agreed to acquire all of the issued and outstanding common shares of Avcorp (the “Avcorp Shares”) for consideration of $0.11 in cash per share. The consideration reflects a 16% premium to the closing price of Avcorp’s shares on the Toronto Stock Exchange (the “TSX”) of $0.095 on May 4, 2022, the last trading day of Avcorp shares prior to the announcement of the Arrangement. The transaction will be implemented by way of a court-approved plan of arrangement under the Canada Business Corporations Act (the “Arrangement”).
Pursuant to the Arrangement, Latécoère will pay a total of approximately $41 million for the Avcorp Shares. Along with repayment or assumption of Avcorp’s net debt and other liabilities, the Arrangement implies a total transaction value of approximately $139 million for Avcorp.
Amandeep Kaler, Chief Executive Office of Avcorp, stated: “This transaction represents the culmination of an extended strategic review through a very challenging business environment to find a partner with the financial strength and expanded customer base to build upon Avcorp’s developed expertise in composite aerostructure assembly and integration. Along with an attractive premium to the weighted average share price, the transaction provides a liquidity event for all of our shareholders. In addition, Avcorp’s stakeholders will benefit from the enhanced financial position, broader customer base and improved competitive position resulting from the integration with a Tier 1 international partner.”
Fort Capital Partners acted as financial advisor and provided a fairness opinion to the Special Committee of Avcorp. McMillan LLP acted as legal counsel to Avcorp. RBC Capital Markets acted as financial advisor to Latécoère. Goodmans LLP and Kirkland & Ellis LLP acted as legal counsels to Latécoère.