This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
solely by the Offer to Purchase, dated March 11, 2002 (the "Offer to
Purchase"), and the related Letter of Transmittal, and any amendments or
supplements thereto. The Offer is not being made to, nor will the
Purchaser (as defined below) accept tenders from, holders of Shares
in any state of the United States or any foreign jurisdiction in
which the Offer or the acceptance thereof would not be in
compliance with the laws of such state or foreign jurisdiction.
The Purchaser is not aware of any state or foreign
jurisdiction the laws of which would prohibit the Offer or
such acceptance.
Notice of Offer to Purchase for Cash
All Outstanding Common Shares
(Including Common Shares Issuable Upon Exercise of Options)
of
HAWKER PACIFIC AEROSPACE
at
$3.25 Per Share
by
LHT ACQUISITION CORPORATION,
a wholly-owned subsidiary of
LUFTHANSA TECHNIK AG
LHT Acquisition Corporation, a Delaware corporation (the "Purchaser") and a
wholly-owned subsidiary of Lufthansa Technik AG, a corporation organized under
the laws of the Federal Republic of Germany ("Parent"), is offering to purchase
all issued and outstanding shares (except those already owned by Parent) of
common stock, no par value, of Hawker Pacific Aerospace, a California
corporation (the "Company"), at a price of $3.25 per share (the "Offer Price"),
in cash, without interest thereon. The offer for the Company's common shares
also includes common shares issuable upon the exercise of options to purchase
common shares. Holders of options having exercise prices under the Company's
stock option plan or management stock option agreements of less than $3.25 per
share (the "Option Shares") will have the opportunity to exercise their options
conditionally so that their exercise will only take effect if the Purchaser
accepts their Option Shares for payment. The Purchaser is offering to pay to
the holders of such options $3.25 per share less the per share exercise price
and any required withholding taxes for each Option Share purchased in the
offer. The offer is being made upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated March 11, 2002 (the "Offer to Purchase"),
and the related Letter of Transmittal (which, as amended from time to time,
together constitute the "Offer"). The Purchaser intends to accept for purchase
the common shares tendered pursuant to the Offer only if they are free and
clear of all encumbrances, liens, restrictions, charges or other third party
rights and with all existing and future rights attaching to them. The Purchaser
reserves the right to transfer or assign, in whole or from time to time in
part, to Parent or one or more of Parent's direct or indirect wholly-owned
subsidiaries, the right to purchase all or any portion of the common shares
tendered pursuant to the Offer. Unless the context indicates otherwise, as used
herein, "shareholders" shall mean holders of common shares.
The Purchaser is a newly formed company organized under the laws of
Delaware. The Purchaser's principal executive office is located at 6501 East
Apache, Suite 206, Tulsa, Oklahoma, 74115 and its telephone number is (918)
835-4591. The Purchaser is a wholly-owned subsidiary of Parent that to date has
not conducted any business other than in connection with the Offer. It is not
anticipated that the Purchaser will have any significant assets or liabilities
(other than those arising in connection with the Offer and Merger (as defined
below), including its financing) or engage in any activities other than those
incident to the Purchaser's formation and capitalization, the Offer and the
Merger, and the arrangement of financing for the Offer and Merger.
Parent is a corporation organized under the laws of the Federal Republic of
Germany. Parent's principal place of business is located at Weg beim Jager 193,
D-22335 Hamburg, Germany and its telephone number is 011-49-405-070-4014.
Parent is a provider of aircraft-related technical services. Parent is an
affiliate of the Company due to Parent's ownership interest in the Company of
72.7% as of March 5, 2002. Parent is a wholly-owned subsidiary of DLH, a
corporation organized under the laws of the Federal Republic of Germany. Its
principal place of business is located at Von-Gablenz-Str. 2-6, 50679 Cologne,
Germany and its telephone number is 011-49-221-826-2444. DLH is one of the
largest airlines in Europe.
The Company repairs and overhauls fixed wing and helicopter landing gear,
hydromechanical components and wheels, brakes and braking system components for
a diverse international customer base, including commercial airlines, air cargo
operators, domestic government agencies, aircraft leasing companies, aircraft
parts distributors and original equipment manufacturers. The Company is
organized into two divisions and one wholly-owned subsidiary. The Company's
principal operating division and headquarters is located at 11240 Sherman Way,
Sun Valley, California, 91352 and its telephone number is (818) 765-6201. The
subsidiary, Hawker Pacific Aerospace, Ltd., operates a major overhaul facility
in Hayes (London) in the United Kingdom. The Company also operates a small
hydraulic repair facility in Amsterdam, The Netherlands.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY, APRIL 5, 2002, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon there being validly tendered and not properly
withdrawn prior to the expiration of the initial offering period and any
extensions thereof for the Offer that number of common shares which, together
with any common shares then beneficially owned by the Purchaser or Parent,
represents at least 90% of the total number of outstanding common shares on a
fully diluted basis on the date of purchase (the "Minimum Purchase").
The purpose of the Offer is to acquire the entire equity interest in the
Company. The Offer is being made pursuant to the Agreement and Plan of Merger,
dated as of March 7, 2002 (the "Merger Agreement"), among the Purchaser, Parent
and the Company. The Merger Agreement provides, among other things, that the
Purchaser will make the Offer and further provides that, following the
consummation of the Offer, upon the terms and subject to the conditions of the
Merger Agreement and California General Corporation Law (the "CGCL"), the
Purchaser and the Company will merge in a "short-form" merger (the "Merger").
Upon consummation of the Merger, the Company will continue as the surviving
entity under the CGCL and will be a privately held company, wholly-owned by
Parent. At the time the Merger becomes effective, each then outstanding common
share (other than common shares (a) owned by Parent or the Purchaser, which
Shares, by virtue of the Merger, will be cancelled and retired and will cease
to exist with no payment being made with respect thereto, and (b) held by
holders who properly exercise their appraisal rights in accordance with the
CGCL) will, by virtue of the Merger and without any action on the part of the
holders of the Shares, be cancelled and without any action on the part of the
holder thereof, be converted into the right to receive in cash an amount per
common share equal to the Offer Price, without interest, less any required
withholding tax, upon the surrender of the certificate(s) representing such
common shares. The consummation of the Merger is subject to the satisfaction or
waiver, where permissible, of certain conditions.
Under the CGCL, the Merger may not be accomplished for cash paid to the
Company's shareholders if the Purchaser owns directly or indirectly more than
50% but less than 90% of the then outstanding Shares, unless either all the
shareholders consent or the Commissioner of Corporations of the State of
California approves the terms and conditions of the Merger and the fairness
thereof after a hearing. In addition, under the CGCL, the Merger may not be
accomplished without the delivery of a fairness opinion to the Company. This
opinion has been delivered by Houlihan Lokey Howard & Zukin Financial Advisors,
Inc. to the special committee of the Company's Board of Directors.
The Board of Directors of the Company, based in part upon the recommendation
of a special committee of independent directors of the Board of Directors of
the Company, has approved the Offer, the Merger Agreement and the Merger, and
has determined that the Offer, the Merger Agreement and the Merger are
advisable and fair from a financial point of view to, and in the best interests
of, the unaffiliated shareholders of the Company and recommends that the
unaffiliated shareholders of the Company accept the Offer and tender their
Shares pursuant to the Offer.
Pursuant to Rule 14d-11 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the Purchaser may elect, subject to certain
conditions, to provide a subsequent offering period of three business days to
20 business days in length following the Expiration Date. A subsequent offering
period would be an additional period of time, following the Expiration Date,
during which a shareholder may tender Shares not tendered during the initial
offering period. During a subsequent offering period, tendering shareholders
will not have withdrawal rights and the Purchaser will promptly purchase any
Shares tendered at the same price paid for Shares tendered during the initial
offering period.
The Merger Agreement provides that, without the consent of the Company, the
Purchaser may (a) extend the Offer, if, at the Expiration Date of the Offer
(with respect to either the initial offering period or an extended offering
period, as the case may be), certain conditions have not been satisfied or
waived, (b) extend the Offer for any period required by any statute, rule,
regulation, interpretation or position of the U.S. Securities and Exchange
Commission or any other governmental entity applicable to the Offer, (c) extend
the Offer on one or more occasions for an aggregate of not more than 60
business days beyond the latest Expiration Date that would otherwise be
permitted under clauses (a) and (b) on this sentence to meet the Minimum
Condition, (d) elect to provide one or more subsequent offering periods
pursuant to Rule 14d-11 of the Exchange Act, (e) increase the Offer Price and
extend the Offer in connection with such increase to the extent required by
applicable federal securities laws, and (f) waive any condition to the Offer as
described in Section 19 of the Offer to Purchase. In addition, the Merger
Agreement provides that the Purchaser may, without the consent of the Company,
increase the Offer Price and extend the Offer in connection with such increase
to the extent required by law.
Withdrawal rights are available beginning on the date the Offer commences
and ending at the Expiration Date, 12:00 midnight, New York City time, on
Friday, April 5, 2002, unless the Offer is extended.
To tender common shares (other than by conditional option exercise, for
which shareholders must follow the Instructions set forth in the Memorandum to
Eligible Option Holders and the Instructions for Conditional Exercise), a
shareholder must deliver the certificate(s) representing his or her Shares,
together with a completed Letter of Transmittal and any other documents
required, to U.S. Stock Transfer Corporation, the depositary for the Offer, not
later than the Expiration Date. If a shareholder's Shares are held in street
name, the Shares can only be tendered by such shareholder's nominee through the
Depository Trust Company ("DTC" or the "Book-Entry Transfer Facility"). If a
shareholder cannot deliver a required document to the depositary prior to the
expiration of the offer, a shareholder may get extra time to do so by having a
broker, a bank or other fiduciary, which is a member of the Securities Transfer
Agents Medallion Program or other eligible institution, guarantee that the
missing items will be received by the depositary within three Nasdaq National
Market trading days. However, the depositary must receive the missing items
within that three trading day period.
To withdraw common shares previously tendered, a shareholder must deliver a
written notice of withdrawal, or a facsimile of one, with the required
information to the depositary while the shareholder still has the right to
withdraw the Shares. To withdraw Option Shares, a shareholder must follow the
Instructions set forth in the Memorandum to Eligible Option Holders and the
Instructions for Conditional Exercise. A shareholder has the right to withdraw
Shares at any time until the initial offer period and any extensions of such
period have expired. If it is decided to provide a subsequent offering period,
any Shares tendered during such period are accepted immediately and thus any
Shares tendered during any subsequent offering period will not be able to be
withdrawn.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Purchaser and Parent, in their
sole discretion, which determination will be final and binding. None of the
Purchaser, Parent, the depositary, the information agent or any other person
will be under any duty to give notification of any defects or irregularities in
any notice of withdrawal or incur any liability for failure to give any such
notification.
Except as set forth below, in order for the Shares (other than Option
Shares) to be validly tendered in the Offer, either (a) the shareholder must
deliver to the depositary at one of its addresses set forth on the back cover
page of the Offer to Purchase prior to the Expiration Date, a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
together with any required signature
guarantees, or in the case of a book-entry transfer, an Agent's Message (as
defined below), and any other required documents, and either (1) certificate(s)
for tendered Shares ("Share Certificates") must be received by the depositary
at one of such addresses or (2) such Shares must be delivered pursuant to the
procedures for book-entry transfer set forth below (and a Book-Entry
Confirmation, as defined below, received by the depositary), in each case prior
to the Expiration Date, or (b) the shareholder must comply with the guaranteed
delivery procedures set forth in the Offer to Purchase.
The depositary will establish an account with respect to the Shares at the
DTC for purposes of the Offer within two business days after the date of the
Offer to Purchase. Any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may make book-entry delivery of Shares
by causing the Book-Entry Transfer Facility to transfer such Shares into the
depositary's account in accordance with the Book-Entry Transfer Facility's
procedures for such transfer. However, although delivery of Shares may be
effected through book-entry transfer into the depositary's account at the
Book-Entry Facility, the Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or an
Agent's Message, and any other required documents, must, in any case, be
transmitted to, and received by, the depositary at one of its addresses set
forth on the back cover of the Offer to Purchase prior to the Expiration Date,
or the tendering shareholder must comply with the guaranteed delivery
procedures as described in the Offer to Purchase. The confirmation of a
book-entry transfer of Shares into the depositary's account at the Book-Entry
Transfer Facility as described above is referred to as a "Book-Entry
Confirmation." Delivery of documents to the Book-Entry Transfer Facility in
accordance with the Book-Entry Transfer Facility's procedures does not
constitute delivery to the depositary.
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the depositary and forming a part of a
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has
received an express acknowledgement from the participant in the Book-Entry
Transfer Facility tendering the Shares that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that Purchaser
may enforce such agreement against such participant.
Participants in DTC may tender their Shares in accordance with DTC's
Automated Tender Offer Program, to the extent it is available to such
participants for the Shares they wish to tender. A shareholder tendering
through the Automated Tender Offer Program must expressly acknowledge that the
shareholder has received and agreed to be bound by the Letter of Transmittal
and that the Letter of Transmittal may be enforced against such shareholder.
The method of delivery of Share Certificates, the Letter of Transmittal and
all other required documents, including delivery through the Book-Entry
Transfer Facility, is at the election and risk of the shareholder, and delivery
will be considered made only when the depositary actually receives them. If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, shareholders should allow sufficient
time to ensure timely delivery.
After the effective time of the Offer and the Merger, current shareholders
of the Company will cease to have ownership interests in the Company or rights
as shareholders of the Company. Therefore, the current shareholders of the
Company will not participate in any future earnings or losses or the growth or
decline of the Company. Upon completion of the Merger, Parent will own all of
the equity of the Company. Parent will be the beneficiary of the future
earnings and growth of the Company, if any.
A U.S. shareholder that receives cash for common shares pursuant to the
Offer, the Merger Agreement or the Merger will generally recognize gain or loss
equal to the difference between the amount of cash received and the
shareholder's adjusted tax basis in the common shares surrendered. A U.S.
shareholder that receives cash for Option Shares pursuant to the Offer will
generally recognize compensation income for each Option Share sold in an amount
equal to the excess of $3.25 over the exercise price per share of the relevant
option for such Option Shares (plus any required withholding taxes).
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
under the Exchange Act is contained in the Offer to Purchase and is
incorporated herein by reference.
The Purchaser has requested the Company's shareholder list and security
position listings for the purpose of disseminating the Offer to holders of
Shares. The Offer to Purchase and the related Letter of Transmittal and, if
required, other relevant material will be mailed to record holders of Shares
whose names appear on the Company's shareholder list and will be furnished to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the Company's shareholder list
or, if applicable, who are listed as participants in a clearing agency's
security position listing for subsequent transmittal to beneficial owners of
Shares.
The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read carefully before any decision is made
with respect to the Offer.
Questions and requests for assistance or additional copies of the Offer to
Purchase, Letter of Transmittal and any other tender offer materials may be
directed to the Information Agent at its telephone number and location listed
below, and copies will be promptly furnished at Purchaser's expense. Purchaser
will not pay fees to any broker or dealer or other person for soliciting
tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
North America Europe
77 Water Street No. 2 London Wall
New York, New York 10005 Buildings, 2nd Floor
Banks and Brokers Call: London Wall
(212) 269-5550 London EC2M 5PP United
All Others Call: (800) Kingdom
431-9646 Call: +(44) 20 7920 9700
March 11, 2002