UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Aerosonic Corporation
(Name of Subject Company)
Buccaneer Acquisition Sub Inc.
(Offeror)
TransDigm Group Incorporated
(Parent of Offeror)
(Names of Filing Persons)
COMMON STOCK, $0.40 PAR VALUE PER SHARE
(Title of Class of Securities)
008015307
(Cusip Number of Class of Securities)
W. Nicholas Howley
TransDigm Group Incorporated
1301 East 9th Street, Suite 3000
Cleveland, Ohio 44114
(216) 706-2960
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
| John M. Gherlein Robert A. Weible Baker & Hostetler LLP 1900 East 9th Street, Suite 3200 Cleveland, Ohio 44114 (216) 621-0200 |
David S. Felman, Esq. Christopher J. Stephens, Esq. Hill, Ward & Henderson, P.A. 101 East Kennedy Boulevard Tampa, Florida 33602 (813) 221-3900 |
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee* | |
| N/A* | N/A* |
| * | A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of the tender offer. |
| ¨ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: N/A | Filing Party: N/A | |
| Form or Registration No.: N/A | Date Filed: N/A |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This filing relates solely to preliminary communications made before the commencement of a tender offer for the outstanding common stock of Aerosonic Corporation (“Aerosonic”) by Buccaneer Acquisition Sub Inc. (“Purchaser”), an indirect wholly-owned subsidiary of TransDigm Group Incorporated (“TransDigm”), pursuant to an Agreement and Plan of Merger, dated as of April 19, 2013, by and among Aerosonic, TransDigm and Purchaser. The presentation attached as Exhibit 99.1 hereto was given by representatives of TransDigm to employees of Aerosonic on April 25, 2013.
IMPORTANT INFORMATION ABOUT THE TENDER OFFER
This communication is not an offer to purchase or a solicitation of an offer to sell securities of Aerosonic. The planned tender offer by TransDigm for all of the outstanding shares of common stock of Aerosonic has not been commenced. On commencement of the tender offer, TransDigm will mail to Aerosonic stockholders an offer to purchase and related materials and Aerosonic will mail to its stockholders a solicitation/recommendation statement with respect to the tender offer. TransDigm will file its offer to purchase with the Securities and Exchange Commission (the “SEC”) on Schedule TO, and Aerosonic will file its solicitation/recommendation statement with the SEC on Schedule 14D-9. AEROSONIC STOCKHOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE, SINCE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING TERMS AND CONDITIONS OF THE OFFER. Aerosonic stockholders may obtain a free copy of these materials (when they become available) and other documents filed by TransDigm or Aerosonic with the SEC at the website maintained by the SEC at www.sec.gov. These materials also may be obtained (when they become available) for free by contacting the information agent for the tender offer (when one is selected).
EXHIBIT INDEX
| Exhibit 99.1 | Aerosonic Presentation, dated April 2013 |
2
 April
2013 Exhibit 99.1 |
 TransDigm
Overview *
Revenue information for fiscal year ended September 30, 2012.
Aerospace Components
Proprietary Engineered Products
Diverse Platform Base
Significant Aftermarket Content
Distinguishing Characteristics
Annual Revenue $1.7 Billion *
1 |
 Consistent Record
of Growth and Margin Expansion 2
Revenue
EBITDA As Defined and Margin
($ in millions)
% of Revenue
20% 19% 23% 27% 31% 39% 39% 36% 36% 39% 42% 46% 44% 45% 46% 47% 49% 50% 49% 48%
Note: EBITDA As Defined is a non-GAAP financial measure. For a reconciliation
of EBITDA As Defined to Net Income and to Net Cash Provided by Operating Activities, please see the appendix . |
 Approximately 57% of FY 2012 pro forma revenues and a much higher percentage of
EBITDA As Defined are from the stable, high-margin aftermarket.
Pro Forma Revenues
(Excluding
Ground
Transportation)
(1)
EBITDA As Defined
(1)
Strong Focus on High-Margin Aftermarket
Aftermarket: 57%
OEM: 43%
(1)
Pro
forma
revenue
for
the
fiscal
year
ended
9/30/12
(excluding
Ground
Transportation
sales
of
$65
million
or
4%
of
total
sales).
Please
see
the
Special
Notice
Regarding
Pro
Forma
and
Non-GAAP Information.
3
OEM
Aftermarket
Comm
Aftmkt
44%
Comm
OEM
32%
Defense
OEM
11%
Defense
Aftmkt
13% |
 PROPRIETARY REVENUE
Based on management estimates of pro forma TDG sales for the fiscal year
ended 9/30/12. Please see the Special Notice Regarding Pro Forma and Non-GAAP Information.
SOLE SOURCE REVENUE
Significant Proprietary and Sole Source Revenue Base
Results
in
strong
market
positions
and
a
stable,
recurring
revenue
stream.
4 |
 Strong Positions
on Diverse and Growing Platforms Note: Based on Management estimates of sales
for 2011. B737
A320
B777
C130
B747
A330/A340
Black Hawk
CRJ Family
B787
Gulfstream Series
A380
Embraer Family
B757/767
Cessna Citation Series
C17
20% Sales
30% Sales
5
5 |
 Corporate
Control
Local
Autonomy
Economy
of Scale
Mgmt
Resources
Value Generation Strategy
Structure
Execution
Motivation
Central
Control
Local
Autonomy
Emp-
loyees
Owners
CORPORATE
OPERATING UNIT
6
Organizational Philosophy
6 |
 7
Proven Operating Strategy
Profitable New Business
Productivity and Cost
Improvement
Value-based Pricing
3 VALUE DRIVERS |
 1993
–
2001
2002
–
2006
2006
–
2010
Adel
Aeroproducts
Wiggins
Controlex
Marathon
Adams Rite
Aerospace
Christie
Champion
Honeywell Lube
Pump
Fuelcom
Norco
Avionic Instruments
Skurka
Fluid Regulators
Eaton Motors
Hartwell
Electromech
Tyee
TAC
Linread
Valley-Todeco
AQS
Talley Actuation
Schneller
Harco
AmSafe Passenger
Restraints
AmSafe Commercial
Products
AmSafe Cargo Restraints
& Specialty Devises
Aero-Instruments
2011
–
2013
Sweeney
Electra-Motion
CDA InterCorp.
Avtech
ADS/Transicoil
Bruce
CEF
Unison/GE
APC/GE
Acme
Woodward HRT
Dukes
Semco
Privately Held
NYSE
TransDigm has acquired 42 businesses since 1993, including 27
since its IPO.
8
(1)
(1)
(1)
Proven Record of Acquisition & Integration
(1)
Divested in Q2 and Q3 of FY2011. |
 Common
Distinguishing Characteristics 9
Aerospace components
Proprietary engineered products
Significant aftermarket content |
 Diverse
Products, Platforms and Markets 10 |
 TransDigm–
Major Locations
11 |
 12
Liberty, SC
20
12
South Euclid, OH
TransDigm Operating Unit –
Engine Ignition, Pumps, & Air Data Sensors |
 13
Painesville, OH
TransDigm Operating Units –
Valve & Fluid Products
17
Northridge, CA
13 |
 14
TransDigm Operating Unit –
Motors & Actuators
Wichita, KS
17
14
Camarillo, CA
CDA InterCorp
Deerfield Beach, FL |
 Fullerton, CA
15
18
Placentia, CA
15
TransDigm Operating Unit –
Cockpit Security, Latches & Water Systems |
 16
Everett, WA
19
Liege, Belgium
16
TransDigm Operating Unit –
Flight Deck Audio & Structural Rods |
 17
Avionic Instruments Inc
Avenel, NJ
Waco, TX
17
TransDigm Operating Unit –
Electrical Power Equipment & Batteries |
 18
Commerce, CA
18
Kent, Ohio
18
TransDigm Operating Unit –
Engineered Composites, Elastomers, & Laminates |
 19
Cargo Restraints
Bridport, UK
Passenger Restraints
Phoenix, AZ
19
TransDigm Operating Unit –
Cargo & Seatbelts |
 20
Valencia, CA
20
Branford, CT
TransDigm Operating Unit –
Engine Sensors & Electric Cables |
 21
Collegeville, PA & Melaka, Malaysia
Dayton, NV
21
TransDigm Operating Unit –
Cockpit Displays & Lighting |
 22
Welcome
22
Welcome |
 Appendix
|
 24
($ in millions)
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
Income from continuing ops.
($5)
$0
$1
$3
$14
($17)
$11
$14
$31
($76)
$14
$35
$25
$89
$133
$163
$163
$152
$325
Depreciation and amortization
7
7
7
6
7
6
7
9
13
10
18
17
16
24
25
28
30
61
68
Interest expense, net
5
5
5
3
3
23
28
32
37
43
75
80
77
92
93
84
112
185
212
Income tax provision
(2)
-
2
5
13
(2)
8
9
17
(45)
6
23
16
53
74
88
88
77
163
Warrant put value adjustment
1
1
2
5
7
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Extraordinary item
-
-
-
2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
EBITDA, excluding discontinued
6
13
17
24
44
10
54
64
98
(68)
113
155
134
258
325
$363
$393
$475
$768
operations
Merger expense
-
-
-
-
-
40
-
-
-
176
-
-
-
-
-
-
-
-
-
Acquisition-related costs
4
-
-
1
-
1
-
8
-
15
20
2
1
9
2
6
12
30
19
Non-cash compensation and
deferred compensation costs
-
-
-
-
-
-
-
-
-
1
6
7
1
6
6
6
7
13
22
One-time special bonus
-
-
-
-
-
-
-
-
-
-
-
-
6
-
-
-
-
-
-
Public offering costs
-
-
-
-
-
-
-
-
-
-
-
-
3
2
-
-
-
-
-
Refinancing costs
-
-
-
-
-
-
-
-
-
-
-
-
49
-
-
-
-
72
-
EBITDA As Defined
$10
$13
$17
$25
$44
$51
$54
$72
$98
$124
$139
$164
$194
$275
$333
$375
$412
$590
$809
Reconciliation of EBITDA
and EBITDA As Defined to Net Income |
 Important
Information Regarding the Tender Offer This
communication
is
not
an
offer
to
purchase
or
a
solicitation
of
an
offer
to
sell
securities
of
Aerosonic.
The
planned
tender
offer
by
TransDigm
for
all
of
the
outstanding
shares
of
common
stock
of
Aerosonic
has
not
been
commenced.
On
commencement
of
the
tender
offer,
TransDigm
will
mail
to Aerosonic stockholders an offer to purchase and related materials and Aerosonic
will mail to its stockholders a solicitation/recommendation statement with
respect to the tender offer. TransDigm will file its offer to purchase with
the Securities and Exchange Commission (the “SEC”) on
Schedule
TO,
and
Aerosonic
will
file
its
solicitation/recommendation
statement
with
the
SEC
on
Schedule
14D-9.
AEROSONIC
STOCKHOLDERS
ARE URGED TO READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE, SINCE THEY
WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING
TERMS
AND
CONDITIONS
OF
THE
OFFER.
Aerosonic
stockholders
may
obtain
a
free
copy
of
these
materials
(when they become available) and other documents filed by TransDigm or Aerosonic
with the SEC at the website maintained by the SEC at www.sec.gov.
These materials also may be obtained (when they become available) for free by
contacting the information agent for the tender offer (when one is
selected). Some
of
the
statements
in
this
communication
constitute
“forward-looking
statements”
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995
and
the
Securities
Exchange
Act
of
1934.
These
statements
are
related
to
the
expected
timing,
completion
and
effects
of
the
proposed
transaction
or
other
future
events,
and
may
be
identified
by
terminology
such
as
“may,”
“will,”
“should,”
“expects,”
“scheduled,”
“plans,”
“intends,”
“anticipates,”
“believes,”
“estimates,”
“potential,”
or “continue,”
or the negative of such terms, or other comparable terminology.
These
statements are only predictions and are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed in
the
forward-looking
statements.
Aerosonic
and
TransDigm
might
not
be
able
to
complete
the
proposed
transaction
on
terms
described
above,
other
acceptable
terms
or
at
all
because
of
a
failure
to
satisfy
closing
conditions,
including
receipt
of
sufficient
tenders,
or
other
factors.
Aerosonic
and
TransDigm make no promise to update any forward-looking statement, whether as a
result of changes in underlying factors, new information, future events or
otherwise. 25 |
 April
2013 |