Status: Clearance
Acquirer: Sonaca S.A. (Belgium)
Acquired: LMI Aerospace, Inc. (US)
Value: US$14/Share (total value unknown)
Industry: Aerospace
UPDATE: On June 27, 2017, Sonaca consummated its merger with LMI Aerospace. (See LMI Aerospace Form 8-K, Jun. 27, 2017, SEC Filing.) Under the terms of the agreement, “the total aggregate consideration payable in the transaction was approximately $191.6 million, excluding debt to be repaid in connection with the Merger.” (Id.) CFIUS Clearance was a condition to closing the transaction. (See Agreement and Plan of Merger, Section 7.01(b)(iii), Ex-2.1, Form 8-K, Feb. 16, 2017, SEC Filing.)
Posted on April 25, 2017
Status: Review
In relation to the February 16, 2017 Agreement and Plan of Merger between LMI Aerospace, Inc., a Missouri corporation, and Sonaca S.A., a Belgian limited liability company, the parties have announced that: “On March 17, 2017, LMI and [Sonaca S.A.] submitted a draft joint notice with CFIUS. On April 3, 2017, LMI and [Sonaca S.A.] submitted the final joint voluntary notice with CFIUS. On April 10, 2017, CFIUS accepted the parties’ joint notice and began its initial 30-day review period.” (LMI Aerospace Schedule 14A, Apr. 24, 2017, SEC Filing.) LMI supplies “structural assemblies, kits and components, and design engineering services to the aerospace and defense markets,” including the “military aircraft markets.” Id. Sonaca S.A., similarly, “manufactures and assembles advanced structures for civil, military and space markets.” Id. In addition to the CFIUS filing, and presumably in relation to its military sales, LMI must also file “the appropriate 60-day Pre Notification and 5-day Notification (the “ITAR Filing”) to the Directorate of Defense Trade Controls (“DDTC”) of ITAR, in compliance with ITAR §122.4(a)-(b).” Id.
Posted on February 17, 2017
Status: Upcoming/New Filing
On February 16, 2017, LMI Aerospace, Inc., a St. Louis based global supplier of structural assemblies, kits and components and provider of engineering services to the commercial, business and regional and military aerospace markets, announced that it has entered into a merger agreement with Sonaca S.A., a global aero-structures company headquartered in Belgium, and its U.S. subsidiaries Sonaca USA Inc. and Luminance Merger Sub, Inc., relating to the proposed acquisition of LMI Aerospace by Sonaca S.A. for $14 per share in an all-cash transaction, a 63 percent premium over LMI’s 3-month volume weighted average price up to and including Feb. 16, 2017. (See Joint Press Statement, LMI Aerospace, Ex-99.2, Form 8-K, Feb. 16, 2017, SEC Filing; LMI Aerospace, Form 8-K, Feb. 16, 2017, SEC Filing.) Under the agreement, Luminance Merger Sub will merger into LMI Aerospace, with LMI Aerospace continuing as the surviving corporation in the merger. (See LMI Aerospace, Form 8-K, Feb. 16, 2017, SEC Filing.) Consummation of the merger is subject to various conditions, including “clearance by the Committee on Foreign Investment in the United States and by the Directorate of Defense Trade Controls under the International Traffic in Arms Regulations.” (Id.; see Agreement and Plan of Merger, Section 7.01(b)(iii), Ex-2.1, Form 8-K, Feb. 16, 2017, SEC Filing.)
