Airbus and Bombardier Announce C Series Partnership
Airbus to acquire majority stake in the C Series Aircraft Limited Partnership
Partnership brings together two complementary product lines, with 100-150 seat
market segment expected to represent more than 6,000 new aircraft over the next 20
Combination of Airbus’ global reach and scale with Bombardier’s newest aircraft family
to create significant value for customers, suppliers, employees and shareholders
Significant C Series production costs savings anticipated by leveraging Airbus’ supply
Commitment to Québec: C Series Aircraft Limited Partnership headquarters and
primary assembly to remain in Québec, with the support of both companies’ global
Airbus’ global industrial footprint expands with the C Series Final Assembly Line in
Canada, resulting in a positive impact on operations in Québec and across the country
Growing market for C Series results in second Final Assembly Line in Mobile,
Alabama, serving U.S. customers.
Amsterdam / Montreal, 16 October 2017 – Airbus SE (EPA: AIR) and Bombardier Inc.
(TSX: BBD.B) are to become partners on the C Series aircraft programme. A corresponding
agreement was signed today. The agreement brings together Airbus’ global reach and scale
with Bombardier’s newest, state-of-the-art jet aircraft family, positioning both partners to fully
unlock the value of the C Series platform and create significant new value for customers,
suppliers, employees and shareholders.
Under the agreement, Airbus will provide procurement, sales and marketing, and customer
support expertise to the C Series Aircraft Limited Partnership (CSALP), the entity that
manufactures and sells the C Series. At closing, Airbus will acquire a 50.01% interest in
CSALP. Bombardier and Investissement Québec (IQ) will own approximately 31% and 19%
CSALP’s headquarters and primary assembly line and related functions will remain in
Québec, with the support of Airbus’ global reach and scale. Airbus’ global industrial footprint
will expand with the Final Assembly Line in Canada and additional C Series production at
Airbus’ manufacturing site in Alabama, U.S. This strengthening of the programme and global
cooperation will have positive effects on Québec and Canadian aerospace operations.
The single aisle market is a key growth driver, representing 70% of the expected global
future demand for aircraft. Ranging from 100 to 150 seats, the C Series is highly
complementary to Airbus’ existing single aisle aircraft portfolio, which focuses on the higher
end of the single-aisle business (150-240 seats). The world class sales, marketing and
support networks that Airbus brings into the venture are expected to strengthen and
accelerate the C Series’ commercial momentum. Additionally, Airbus’ supply chain expertise
is expected to generate significant C Series production cost savings.
Airbus is strongly committed to Canada and its aerospace sector with Canadian suppliers
extending their access to Airbus’ global supply chain. This new C Series partnership is set to
secure jobs in Canada for many years to come.
“This is a win-win for everybody! The C Series, with its state-of-the-art design and great
economics, is a great fit with our existing single-aisle aircraft family and rapidly extends our
product offering into a fast growing market sector. I have no doubt that our partnership with
Bombardier will boost sales and the value of this programme tremendously,” said Airbus
Chief Executive Officer Tom Enders. “Not only will this partnership secure the C Series and
its industrial operations in Canada, the U.K. and China, but we also bring new jobs to the
U.S. Airbus will benefit from strengthening its product portfolio in the high-volume single-aisle
market, offering superior value to our airline customers worldwide.”
“We are very pleased to welcome Airbus to the C Series programme,” said Alain Bellemare,
President and Chief Executive Officer of Bombardier Inc. “Airbus is the perfect partner for CSeries, Québec and Canada. Their global scale, strong customer relationships and operational expertise are key ingredients for unleashing the full value of the C Series.
This partnership should more than double the value of the C Series programme and ensures our remarkable
game-changing aircraft realizes its full potential.”
“The arrival of Airbus as a strategic partner today will ensure the sustainability and growth of
the C Series programme, as well as consolidating the entire Québec aerospace cluster. In
the current context, the partnership with Airbus is, for us, the best solution to ensure the
maintenance and creation of jobs in this strategic sector of the Québec economy,” said
Québec’s Deputy Prime Minister, Minister of Economy, Science and Innovation and Minister
responsible for Digital Strategy, Dominique Anglade.
Ownership Structure and Agreement Highlights
The C Series programme is operated by CSALP in respect of which Bombardier and IQ
respectively hold approximately a 62% and a 38% interest. The Investment Agreement
contemplates Airbus acquiring a 50.01% interest in CSALP. Airbus will enter into commercial
agreements relating to (i) sales and marketing support services for the C Series, (ii)
management of procurement, which will include leading negotiations to improve CSALP level
supplier agreements, and (iii) customer support. At closing, there will be no cash contribution
by any of the partners, nor will CSALP assume any financial debt. It also contemplates that
Bombardier will continue with its current funding plan of CSALP and will fund, if required, the
cash shortfalls of CSALP during the first year following the closing up to a maximum amount
of US$350 million, and during the second and third years following the closing up to a
maximum aggregate amount of US$350 million over both years, in consideration for nonvoting
participating shares of CSALP with cumulative annual dividends of 2%, with any
excess shortfall during such periods to be shared proportionately amongst Class A
Airbus will benefit from call rights in respect of all of Bombardier’s interest in CSALP at fair
market value, with the amount for non-voting participating shares used by Bombardier
capped at the invested amount plus accrued but unpaid dividends, including a call right
exercisable no earlier than 7.5 years following the closing, except in the event of certain changes in the control of Bombardier, in which case the right is accelerated.
Bombardier will benefit from a corresponding put right whereby it could require that Airbus acquire its interest
at fair market value after the expiry of the same period. IQ’s interest is redeemable at fair
market value by CSALP, under certain conditions, starting in 2023. IQ will also benefit from
tag along rights in connection with a sale by Bombardier of its interest in the partnership.
The Board of Directors of CSALP will initially consist of seven directors, four of whom will be
proposed by Airbus, two of whom will be proposed by Bombardier, and one of whom will be
proposed by IQ. Airbus will be entitled to name the Chairman of CSALP.
Subject to obtaining the required approval from the Toronto Stock Exchange, the transaction
also provides for the issuance to Airbus, upon closing, of warrants exercisable to acquire up
to 100,000,000 Class B Shares (subordinate voting) of Bombardier (representing
approximately 5% of the aggregate issued and outstanding Class A Shares (multiple voting)
and Class B Shares of Bombardier on a fully-diluted basis, and approximately 5% of the
aggregate issued and outstanding Class A Shares and Class B Shares on a non-diluted
basis), at an exercise price per share equal to the US$ equivalent of C$2.29, which
represents the volume-weighted average price of the Class B Shares over the five trading
days ending Friday, 13 October 2017. The warrants will have a five-year term from the date
of issue, will not be listed and will provide for market standard adjustment provisions,
including in the event of corporate changes, stock splits, non-cash dividends, distributions of
rights, options or warrants to all or substantially all shareholders or consolidations.
The issuance of the warrants and their terms were negotiated between Bombardier and
Airbus at arm’s length and will not materially affect control of Bombardier. Security holder
approval will be required under Toronto Stock Exchange rules due to the fact that the
warrants will be issued later than 45 days from the date upon which the exercise price was
established. Such approval is expected to be obtained by way of written consent of
shareholders holding more than 50% of the voting rights attached to all of Bombardier’s issued and outstanding shares.