By Lisa Kerner
Charlotte, N.C., Sept. 18 - The boards of directors of AerCap Holdings NV and Genesis Lease Ltd. approved a share-for-share merger of the two companies valued at $1.75 billion, it was announced on Friday.
According to AerCap, the merger will create the world's leading independent aircraft leasing company with total assets of approximately $8 billion.
Genesis shareholders will receive one AerCap ordinary share for every Genesis share held under the terms of the companies' amalgamation agreement.
The share-for-share consideration has a value of $8.81 per Genesis American Depositary Share. Each ADS represents one Genesis common share, according to an AerCap news release.
AerCap chief executive officer Klaus Heinemann and chief financial officer Keith Helming will lead the combined company, which will operate under the AerCap name.
Three members of Genesis' board will be nominated for election to the AerCap board.
The transaction is expected to close in the fourth quarter of 2009 subject to approval by Genesis shareholders.
AerCap and Genesis' amalgamation agreement contains termination rights for both companies.
Genesis is required to pay a $9 million termination fee to AerCap under certain circumstances, according to a form 6-K filed with the Securities and Exchange Commission.
"This transaction, through the solid profitability and strong cash flows of Genesis, combined with AerCap's scale and order book, which is nearly all placed, provides our shareholders with a significant and immediate premium to recent stock trading levels and positions them to participate in enhanced earnings and business growth in the future," Genesis chairman and CEO John McMahon said in the release.
AerCap is an integrated aviation company based in Amsterdam.
Genesis is a commercial aircraft leasing company with its headquarters in Shannon, Ireland.
| Acquirer: | AerCap Holdings NV
|
| Target: | Genesis Lease Ltd.
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| Announcement date: | Sept. 18
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| Transaction total: | $1.75 billion
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| Price per share: | One AerCap ordinary share
|
| Termination fee: | $9 million
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| Expected closing: | Fourth quarter of 2009
|
| Stock price for acquirer: | NYSE: AER: $8.81 on Sept. 17
|
| Stock price for target: | NYSE: GLS: $8.45 on Sept. 17
|
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