Eurocopter Holding and Vector Aerospace mail bid materials

Eurocopter Holding and Vector Aerospace mail bid materials

23-Apr-2011 Source: Eurocopter

Paris, France and Toronto, Canada – April 21st, 2011

Eurocopter Holding, a subsidiary of EADS (EUR:EAD) and Vector Aerospace Corporation (TSX:RNO) a Canadian company listed on the Toronto Stock Exchange, are pleased to announce that the formal bid circular in respect of the offer by 7762798 Canada Inc., a wholly-owned subsidiary of Eurocopter Holding, to acquire at a price of C$ 13.00 in cash per share all of the outstanding Common Shares of Vector Aerospace, including all shares that may be issued on the exercise of options granted under Vector Aerospace’s stock option plan, has been mailed to Vector Aerospace’s shareholders. Vector Aerospace has also mailed its directors’ circular recommending that Vector Aerospace’s shareholders deposit their shares under the offer.

On March 28, 2011, Vector Aerospace and Eurocopter announced Eurocopter’s intention to make a supported take-over bid for Vector Aerospace, valuing the equity of Vector Aerospace at approximately C5 million. The offer represents a premium of approximately 15% over the closing price of the Common Shares on the TSX on March 25th, 2011, being the last trading day before the parties publicly announced that they had entered into a support agreement in respect of the offer 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 alternatives to enhance shareholder value.

The offer is scheduled to expire at 8:00 p.m. (Toronto time) on May 26, 2011, but is subject to extension beyond such date. Completion of the offer is subject to, amongst other things, obtaining all necessary regulatory clearances.

About Vector Aerospace (www.vectoraerospace.com)
Vector Aerospace is an independent provider of aviation repairs and overhaul services. Through facilities in Canada, the United States, the United Kingdom and Africa, Vector Aerospace provides services to commercial and military customers for various types of gas turbine engines, components and helicopter airframes. Principal operations include Vector Aerospace Helicopter Services Inc. – North America, Vector Aerospace International Limited – UK, Vector Aerospace Engine Services – Atlantic Inc. – Atlantic and Vector Aerospace Engine Services UK Limited – UK. Vector Aerospace had a revenue contribution of C5 million in 2010, and approximately 2,500 employees.

About EADS (www.eads.com)
EADS is a global leader in aerospace, defence and related services. In 2010, the Group – comprising Airbus, Astrium, Cassidian and Eurocopter – generated revenues of € 45.8 billion and employed a workforce of nearly 122,000.

About Eurocopter Holding and Eurocopter (www.eurocopter.com)
Eurocopter Holding is the parent company of Eurocopter. Established in 1992, the Franco-German-Spanish Eurocopter is a division of EADS. The Eurocopter group employs approximately 17,500 people. Eurocopter is a global leader in the manufacturing and sale of helicopters, with a turnover of 4.8 billion euros in 2010. There are 11,200 Eurocopter helicopters currently in service with nearly 2,900 customers in 147 countries.

Specific Note Regarding EADS N.V. Forward Looking Statements
This news release may contain certain information that constitutes forward looking information within the meaning of applicable securities laws. These statements are based on EADS’ and Eurocopter Holding’s current expectations, estimates, forecasts and projections related to the operating environment, economies and markets in which EADS and Eurocopter operate; their financial condition and their general business. By their very nature, forward-looking statements are based on certain factors and assumptions and are subject to important risks and uncertainties. The forward-looking statements herein may differ materially from actual results or events. While EADS and Eurocopter Holding consider the assumptions on which these statements are made to be reasonable, based on information currently available to it, they may prove to be incorrect and readers are cautioned, therefore, not to place undue reliance on these statements as a number of important factors could cause actual results to differ materially from those expressed in such forward-looking statements.

Any forward looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Unless otherwise required under applicable laws, we disclaim any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

Specific Note Regarding Vector Aerospace Corporation Forward Looking Statements
This news release may contain certain information that constitutes forward looking information within the meaning of applicable securities laws. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by words such as the following: expects, plans, anticipates, believes, intends, estimates, projects, assumes, potential and similar expressions. Forward looking statements also include reference to events or conditions that will, would, may, could or should occur. These statements are based on Vector Aerospace Corporation’s current expectations, estimates, forecasts and projections related to the operating environment, economies and markets in which Vector Aerospace Corporation operates; its financial condition and its general business. By their very nature, forward-looking statements are based on certain factors and assumptions and are subject to important risks and uncertainties. The forward-looking statements herein may differ materially from actual results or events. While Vector Aerospace Corporation considers the assumptions on which these statements are made to be reasonable, based on information currently available to it, they may prove to be incorrect and readers are cautioned, therefore, not to place undue reliance on these statements as a number of important factors could cause actual results to differ materially from those expressed in such forward-looking statements. The completion of the proposed transaction is subject to a number of terms and conditions including, without limitation, receipt of stipulated regulatory approvals, acceptance of the offer by holders of the requisite number of common shares of Vector Aerospace Corporation, approval of Canadian competition and foreign investment regulators and certain termination rights available under the agreement relating to the transaction.

Any forward looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Unless otherwise required under applicable laws, we disclaim any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

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