TransDigm Group Incorporated And Aerosonic Corporation Announce Acquisition Agreement

CLEVELAND and CLEARWATER, Fla., April 22, 2013 /PRNewswire/ — TransDigm Group Incorporated (“TransDigm”) (NYSE: TDG) and Aerosonic Corporation (“Aerosonic”) (NYSE MKT: AIM) today announced a definitive merger agreement, providing for Aerosonic to become an indirect wholly-owned subsidiary of TransDigm. TransDigm and Aerosonic both design, manufacture and supply highly engineered aircraft components.

Under the terms of the agreement, TransDigm will offer to acquire all of the outstanding shares of Aerosonic for $7.75 per share in cash in a transaction valued at approximately $39 million on a fully-diluted basis. The cash consideration represents a premium of approximately 59.8% to Aerosonic’s closing share price on April 19, 2013, and a 77.8% premium to its average trading price over the trailing 60 days. The transaction will be funded with TransDigm’s cash on hand and is not subject to any financing condition.

W. Nicholas Howley , Chairman and Chief Executive Officer of TransDigm stated, “Aerosonic designs and manufactures highly engineered, proprietary air data sensing, test and display components for use primarily in the business jet, helicopter and military markets. Major customers include the U.S. Government and Boeing. About 55% of total revenue is derived from the commercial market and 60% from the aftermarket. We are pleased to have an agreement to acquire Aerosonic. The proprietary nature of these products, along with aftermarket content, fit well with our overall business strategy.”

Doug Hillman , Aerosonic’s President and CEO, stated “We are excited to have Aerosonic join a growth oriented partner and industry leader. This merger will allow Aerosonic to leverage its proprietary air data and display technologies via TransDigm’s broad market presence and financial strength, enhancing the growth prospects of the TransDigm team.”

Under terms of the merger agreement, the parties anticipate TransDigm will commence a tender offer for all of the outstanding shares of Aerosonic on or before May 9, 2013. The tender offer will not be closed until conclusion of the “go shop” period described below. TransDigm’s obligation to accept and purchase Aerosonic common shares tendered pursuant to the offer will be subject to customary closing conditions, including valid tender of common shares representing at least a majority of Aerosonic’s voting power on a fully-diluted basis. If the first-step tender offer is successfully completed, TransDigm will acquire any of the Aerosonic common shares not tendered in the tender offer through a second-step merger transaction in which the remaining shares of Aerosonic are converted into a right to receive the same consideration per share as paid in the tender offer. The merger agreement was unanimously approved by the Board of Directors of Aerosonic and the Board recommends that Aerosonic stockholders tender their shares in the tender offer contemplated by the merger agreement.

As contemplated by the merger agreement, Aerosonic, with the assistance of its independent advisors, will solicit superior proposals from third parties during the next 40 days. Aerosonic does not anticipate disclosing any developments regarding this process unless and until its Board of Directors makes a decision with respect to a potential superior proposal. There is no assurance that this process will result in a superior proposal. TransDigm will terminate its tender offer if Aerosonic accepts a superior proposal and terminates the merger agreement in accordance with its terms.

Advisors

Baker & Hostetler LLP is acting as legal advisor to TransDigm. Bluestone Capital Partners is acting as financial advisor and Hill Ward Henderson, PA is acting as legal advisor to Aerosonic. Hyde Park Capital also provided financial advice to Aerosonic’s Board of Directors with respect to the transaction.