Esterline Completes Acquisition of the Souriau Group

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Wed Jul 27, 2011 4:01pm EDT

  BELLEVUE, WA, Jul 27 (MARKET WIRE) -- 
Esterline Corporation (NYSE: ESL) (www.esterline.com), a leading
specialty manufacturer serving aerospace and defense markets, today
announced it has completed the acquisition of France-based Souriau Group
("Souriau") for approximately $705 million in cash from Sagard Private
Equity Partners and other minority shareholders. Souriau is a leading
global supplier of highly engineered connectors for harsh environments
employing about 2,400 people. The acquisition was financed through a
combination of cash -- a significant amount of which was held offshore --
and international debt. 

    Esterline CEO Brad Lawrence said that the acquisition of Souriau is
"...the right move at the right time. Souriau will enhance our business
profile on a number of levels, and we are excited to take this next step
in our evolution with a business as perfectly suited to Esterline as
Souriau." 

    Souriau serves the aerospace, defense, power generation, rail, and
industrial equipment markets, and will add to Esterline's Sensors &
Systems segment by category, customer, and geography. The transaction
will increase Esterline's presence in France, adding several significant
manufacturing operations to the company's three existing facilities
there. In addition to France, Souriau maintains manufacturing operations
in five other countries, including the Dominican Republic, India, Japan,
Morocco, and the United States, as well as sales offices around the
world. 

    Souriau recorded sales of approximately EUR 240 million, or approximately
$335 million at current exchange rates, for the 12 months ended June
2011. Esterline expects the acquisition to contribute revenue of
approximately $90 million in the fourth fiscal quarter (ended October 28,
2011) and approximately $390 million in revenues and between $0.35 and
$0.45 of diluted earnings per share in fiscal 2012. The company noted
that all financial performance metrics denominated in U.S. dollars are
based on a conversion of Euro-denominated forecasts as calculated under
French GAAP at the current exchange rate. The company expects to release
pro forma financial statements under U.S. GAAP within 70 days of the
closing of the transaction. 

    Esterline was advised in this transaction by Rothschild; Souriau was
advised by Morgan Stanley.

    About Esterline 
 Esterline Corporation is a leading worldwide supplier
to the aerospace and defense industry specializing in three core areas:
Avionics & Controls, Sensors & Systems, and Advanced Materials.

    Operations within the Avionics & Controls segment focus on technology
interface systems for commercial and military aircraft and similar
devices for land- and sea-based military vehicles, secure communications
systems, specialized medical equipment, and other high-end industrial
applications. The Sensors & Systems segment includes operations that
produce high-precision temperature and pressure sensors, electrical power
distribution equipment, and other related systems principally for
aerospace and defense customers. Operations within the Advanced Materials
segment focus on technologies including high-temperature resistant
materials and components used for a wide range of military and commercial
aerospace purposes and combustible ordnance and electronic warfare
countermeasure products.

    About Souriau
 Founded in 1917, and headquartered in Versailles, France,
the Souriau Group designs, manufactures and markets high performance --
high reliability interconnect solutions for severe environments dedicated
to the Aerospace, Defense / Space, Heavy Industry (Railway & Mass
Transit, Nuclear, Oil & Gas) and Industrial Equipment markets. Souriau
has a worldwide presence with R & D centers and production sites in
Europe, the United States, Japan, India, Morocco and Dominican Republic. 

    This press release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or our future financial performance.
In some cases, you can identify forward-looking statements by terminology
such as "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "potential," "predict,"
"should" or "will," or the negative of such terms, or other comparable
terminology. These forward-looking statements are only predictions based
on the current intent and expectations of the management of Esterline,
are not guarantees of future performance or actions, and involve risks
and uncertainties that are difficult to predict and may cause Esterline's
or its industry's actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Esterline's
actual results and the timing and outcome of events may differ materially
from those expressed in or implied by the forward-looking statements due
to risks detailed in Esterline's public filings with the Securities and
Exchange Commission including its most recent annual report on Form 10-K.

    

Contact
Brian Keogh
425-453-9400 

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