ITEM 2: When Safran announced in January 2017 that it would acquire Zodiac for €29.47/share, several shareholders and investors contested this price as it was deemed excessive considering Zodiac’s difficulties. On May 2017, Safran reduced its offer price to €25/share (a 14.6% premium compared to Zodiac’s share price as of 31/12/2016).
At this 2018 EGM, shareholders are called to approve the merger between Safran and Zodiac. The exchange ratio proposed (0.2745 Safran share for 1 Zodiac share) includes a 16% premium compared to Zodiac’s share price as of 31/12/2016). This is line with the 14.6% premium of the cash offer and seems fair and acceptable. compared to Zodiac’s share price as of 31/12/2016). This is line with the 14.6% premium of the cash offer and seems fair and acceptable.
Safran designs, develops and manufactures high technology electronics through three businesses: Aerospace, Defense and Security. Aerospace includes Aerospace Propulsion (propulsion systems for commercial aircraft, military transport, training and combat aircraft, rocket engines, civil and military helicopters) and Aircraft Equipment (mechanical, hydromechanical and electromechanical equipment); Defense (optronic, avionic and electronic systems); and Security (biometric technologies for fingerprint, iris and face recognition, identity management products, access management and transaction security, including tomographic systems for detection of dangerous or illicit substances in baggage).
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