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HANGAR TALK


Eurocopter to Acquire Vector Aerospace Corporation


Eurocopter Holding, a subsidiary of EADS and Vector Aerospace


Corporation ,a Canadian company listed on the Toronto Stock Exchange, have entered into a Support Agreement pursuant to which Eurocopter Holding will acquire all of the issued and outstanding common shares of Vector Aerospace by way of a take-over bid for consideration of C$13 in cash per Common Share (the Offer).


The Offer values Vector Aerospace equity at approxi- mately C$625 million. Net debt was approximately C$3.1 million as at December 31st, 2010. The Offer price of C$13 per Common Share represents a premium of approximately 15% over the March 25th, 2011 closing price of the Common Shares on the TSX and a premium of approximately 80% over the closing price of the Common Shares on the TSX on December 2nd, 2010, being the last trading day before Vector Aerospace publicly announced that it was reviewing strategic alter- natives to enhance share- holder value. The Board of Directors


of Vector Aerospace, after receiving the recommenda- tion of the Special Committee, has unani- mously approved the Offer and has determined that it is in the best interests of


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Vector Aerospace for the Offer to be made. Scotia Capital, exclusive advisor to Vector Aerospace’s Special Committee of Independent Directors, has provided the Board of Directors with a fairness opinion indicating that the consideration to be received by Vector Aerospace shareholders is fair from a financial point of view. In addition, shareholders holding approximately 60% of the issued and outstand- ing Common Shares have entered into irrevocable lock-up agreements with Eurocopter Holding under which they have agreed to tender their Common Shares to the Offer. Vector Aerospace, a lead- ing provider of multi-plat- form helicopter mainte- nance, repair and overhaul (MRO) services and of rotary and fixed-wing air- craft engine repair & over- haul, will become


Eurocopter Holding’s inde- pendent multi-platform MRO services provider. Vector Aerospace, which employs some 2,500 per- sons, is principally located in Canada and the United Kingdom, and enjoys an important presence in the United States and South Africa. Vector Aerospace will maintain and develop its world-renowned brand name. In 2010, Vector Aerospace generated a turnover of 545 million Canadian dollars (400 mil- lion euros) – roughly the equivalent of a quarter of Eurocopter’s current Support and Services


turnover (1.7 billion euros). The acquisition of Vector Aerospace constitutes a key step towards the achieve- ment of EADS’ strategic goals – Vision 2020. This acquisition is a catalyst for the growth of Support & Services with a focus on the high end segment and the servicing of multi-customer platforms both in the civil and governmental markets. Vector Aerospace will also strengthen EADS’ presence in North America, improv- ing the natural $ hedge. The robust and proven opera- tional and financial per- formance of Vector Aerospace will support EADS’ EBIT targets. Already present in the small engine MRO segment through its SECA holding, EADS will be able to improve its commercial and geographical coverage as well as enhance its service offer- ing in that field.


Completion of the trans- action will enable


Eurocopter to capitalize on its own commercial network together with Vector Aerospace’s offering in order to position itself as a leading global multi-plat- form service provider with an extended presence in North America and the UK. Vector Aerospace will bene- fit from Eurocopter’s global footprint and presence in 25 countries to develop in fast growing markets such as Asia and Latin America. This synergistic acquisi- tion is accretive for EADS and has been approved by the EADS Board of


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