BAE, EADS discuss creating aerospace giant

LONDON/BERLIN (Reuters) - Britain's BAE Systems and Airbus-owner EADS plan to merge into a $48 billion aerospace and defense giant that would overtake rival Boeing in sales, and insulate the pair from U.S. and European defense budget cuts.

In the biggest shake-up in Europe's aerospace and defense sector since a 2000 pan-European merger created EADS under joint French and German control, the pair said they were in advanced talks to form a group where BAE shareholders would own 40 percent of the combined group and EADS investors 60 percent with the firm structured as a dual-listed company.

The combination would save costs and simplify a complicated and politically fraught ownership structure for EADS, also reducing its growing reliance on the cyclical civil aircraft business. Meanwhile, defense-focused BAE would get more breadth in civil aircraft. Geographically the fit is also good with BAE strong in the U.S., Britain and Saudi Arabia, while EADS' heartlands are in Europe.

BAE shares climbed 10.6 percent to 353 pence, giving it a market value of $19 billion, while EADS closed 5.6 percent lower in Paris to give it a market value of $29 billion, reflecting the 60-40 split.

Sources familiar with the discussions said talks had begun in earnest in June, but that completion of a deal was in no way a certainty given the potential regulatory, security and cultural hurdles.

"No one is counting their chickens just yet as it is a very complex transaction with lots of possible pitfalls, especially government related ones," said a British defense source close to the talks.

A source close to EADS told Reuters that the talks were the brainchild of Marwan Lahoud, who is in charge of strategy and marketing at EADS.

"In a difficult spending environment it makes sense," said Neal Dihora, an analyst at independent researcher Morning Star in Chicago. "EADS has been saying they would like to have a better balance between commercial and defense."

The merged company would supply a range of products from the Airbus commercial jets such as the A380 superjumbo and its A400M military transporters to the BAE-made Tornado fighter jets and its Astute-class nuclear-powered submarines.

The two companies have a long history of collaboration and are partners in a number of projects, including the Eurofighter and the European MBDA missile joint venture. A deal would also bring BAE back into having a direct interest in Airbus and the France-based planemaker's British plants, having sold its 20 percent stake in 2006.

The merger would also mark a turning point for BAE 13 years after it was accused of turning its back on Europe in choosing to concentrate on building its U.S. defense business with the takeover of GEC Marconi in preference to merging with Germany's main aerospace and defense group, Daimler Aerospace (DASA).

Spurned by BAE, DASA decided in the same year, 1999, to instead go ahead and create EADS through a merger with French group Aerospatiale and Spain's Construcciones Aeronautica (CASA).

The companies propose issuing special shares in BAE and EADS to each of the French, German and British governments to replace the existing shares held by the British government in BAE and the stakeholder deal in EADS.

If the deal goes through, EADS will also pay 200 million pounds to its shareholders prior to completion to reflect the fact that the two groups have traditionally had different dividend policies.

POLITICAL TIES

A tie-up could also allow EADS to break free from the shackles of its shareholder agreement, which dictates a Franco-German balance of power at the group.

Tensions between the two sides have been simmering this year, notably over plans to refocus more of the group's activities near the Airbus headquarters in Toulouse.

And a move by the German carmaker Daimler to sell its stake in EADS has exacerbated the issue. Plans by the German government to buy the stake, for a lack of other investors, have reportedly drawn ire from the French side and from EADS management, which wanted less state involvement.

If the tie-up goes ahead, the shareholder pact as it stands would likely become obsolete.

For political and national security reasons both BAE and EADS, which respectively contribute to British and French nuclear deterrent capabilities, will be preserved as separate structures and a new umbrella group would be created, likely to be run by representatives of EADS.

Combined, BAE and EADS would have sales of about 72 billion euros ($93 billion), based on 2011 numbers, and would have 220,000 employees worldwide. In comparison, Boeing had sales last year of $68.7 billion, while Lockeed Martin had sales of $46.5 billion, according to Thomson Reuters data.

EADS and BAE said that due to the sensitive nature of the companies' defense business in countries stretching from the United States to Saudi Arabia and Australia, they were talking to governments around the world about the proposed deal.

They said certain defense activities would be ring-fenced with governance arrangements appropriate to their strategic and national security importance, particularly in the United States, given the importance of that market to the enlarged group.

A merger of the two European companies is not expected to raise antitrust concerns in the United States given the modest amount of U.S. military revenues generated by EADS, according to two sources close to the deal.

U.S.-based defense consultant Loren Thompson said a merger of the two would create a larger enterprise that was equally strong in commercial and military products, similar to the strategy already pursued for many years by Boeing.

The Pentagon said it would review the proposed merger if asked. The French government declined to comment while the British government said it was working with the two companies to ensure any deal would serve the public interest.

A top Pentagon official told Reuters last week that further big budget cuts could make the U.S. Defense Department rethink its current wariness about additional mergers among top-tier companies in the weapons industry.

Lazard, Evercore and Perella are advising EADS while Morgan Stanley and Goldman Sachs are with BAE.

Among BAE's biggest shareholders is UK-based Invesco Asset Management, which owns 13.02 percent and which increased its stake last month. Its head of UK equities, Neil Woodford, is widely regarded as one of the UK's most powerful and best-performing fund managers.

($1=0.7759 euros)

(Additional reporting Andrea Shalal-Esa and Tim Hepher in Washington, Laurence Frost in Paris and Victoria Bryan and Maria Sheehan in Berlin.; Writing by Kate Holton and Andrew Callus; Editing by Guy Faulconbridge, Greg Mahlich and Bernard Orr)

Source: http://news.yahoo.com/bae-systems-says-talks-eads-tie-161613865--finance.html

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