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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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HAWKER PACIFIC AEROSPACE
(Name of Subject Company (Issuer))
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LHT ACQUISITION CORPORATION
LUFTHANSA TECHNIK AG
(Names of Filing Persons (Offeror))
Common Shares, No Par Value
(Title of Class of Securities)
420123101
(CUSIP Number of Class of Securities)
Knut Wiszniewski
Lufthansa Technik AG
Weg beim Jager 193
22335 Hamburg, Germany
011-49-405-070-4014
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
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With a Copy to:
Stephen P. Doyle, Esq.
Wilmer, Cutler &
Pickering
2445 M Street, N.W.
Washington, D.C. 20037
(202) 663-6000
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
Not Applicable Not Applicable
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
[ ] Check the 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: Filing Party:
Form or Registration No.: Date Filed:
[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.
[X] 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: [ ]
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FOR IMMEDIATE RELEASE
LUFTHANSA TECHNIK AG TO ACQUIRE
HAWKER PACIFIC AEROSPACE
IN A CASH TENDER OFFER
HAMBURG, GERMANY - March 8, 2002 - Lufthansa Technik AG, one of the
world's leading providers of technical services for the airline industry, LHT
Acquisition Corporation, a wholly-owned subsidiary of Lufthansa Technik AG, and
Hawker Pacific Aerospace, a leading provider of landing gear maintenance
services for the airline industry, jointly announced today that they have
entered into an agreement and plan of merger under which Lufthansa Technik AG
and LHT Acquisition Corporation will commence a cash tender offer to acquire all
the issued and outstanding shares of common stock of Hawker Pacific Aerospace
that Lufthansa Technik AG does not already own. Lufthansa Technik AG currently
owns approximately 72.7% of Hawker Pacific Aerospace shares. LHT Acquisition
Corporation is a new company formed by Lufthansa Technik AG in connection with
the tender offer.
Under the terms of the agreement and plan of merger, LHT Acquisition
Corporation will offer cash of $3.25 per outstanding common share of Hawker
Pacific Aerospace for a maximum total purchase price of approximately $9
million. The offer for Hawker Pacific Aerospace's common shares also includes
common shares issuable upon the exercise of options to purchase common shares.
The tender offer, which is not conditioned upon financing, is expected
to commence on March 11, 2002 and is expected to close in April 2002. LHT
Acquisition Corporation's obligation to purchase any Hawker Pacific Aerospace
shares under the terms of the offer will be subject to a sufficient number of
Hawker Pacific Aerospace's common shares being tendered and not withdrawn before
the offer expires so that Lufthansa Technik AG and LHT Acquisition Corporation
will own at least 90% of the shares of Hawker Pacific Aerospace on a fully
diluted basis.
If a sufficient number of the shares are tendered to meet the 90%
condition, LHT Acquisition Corporation and Lufthansa Technik AG will act to
merge LHT Acquisition Corporation with and into Hawker Pacific Aerospace. At the
time of the merger, all shareholders of Hawker Pacific Aerospace who did not
tender their shares in the offer will be notified that LHT Acquisition
Corporation intends to acquire their shares through the merger at the same $3.25
per share cash price. Following the merger, Hawker Pacific Aerospace will be a
privately-held company, wholly-owned by Lufthansa Technik AG.
The board of directors of Hawker Pacific Aerospace, based in part upon
a recommendation of a special committee comprised of independent directors of
Hawker Pacific Aerospace, has approved the tender offer and the agreement and
plan of merger. Houlihan Lokey Howard & Zukin advised the special committee of
the board of Hawker Pacific Aerospace and rendered a fairness opinion to the
board.
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Richard Fortner, who will remain President and Chief Executive Officer
of Hawker Pacific Aerospace, said "We are pleased by the all cash offer at a
price that reflects a substantial premium to the market price immediately prior
to the February 25, 2002 public announcement by Lufthansa Technik AG of certain
privately-negotiated purchases of Hawker's shares and its proposal to acquire
the remaining publicly-held shares. Hawker's board considered the tender offer
and the fairness opinion rendered by Houlihan Lokey Howard & Zukin and
determined that the terms of the agreement and plan of merger are advisable,
fair to and in the best interests of Hawker's shareholders. Accordingly, our
board recommends that the shareholders accept the offer by tendering their
shares under the terms of the tender offer."
"By acquiring a controlling interest in Hawker Pacific Aerospace in
2000, Lufthansa Technik AG strengthened its worldwide presence in the repair and
overhaul of landing gears," said Knut Wiszniewski, the Director of Finance for
Lufthansa Technik AG and the President of LHT Acquisition Corporation. "The
tender offer and merger will allow both Lufthansa Technik AG and Hawker Pacific
Aerospace to take advantage of, and build upon, the strengths of each other's
businesses as well as the relationship that has been formed between the two
companies since 2000. Lufthansa Technik AG believes Hawker Pacific Aerospace
will have substantial opportunities for growth and expansion in the future as a
part of the worldwide group of Lufthansa Technik AG and its subsidiaries."
D. F. King & Co., Inc. is serving as the Information Agent in
connection with the tender offer.
ABOUT HAWKER PACIFIC AEROSPACE
Hawker Pacific Aerospace is a leading provider of landing gear
maintenance services. The Company repairs and overhauls aircraft and helicopter
landing gear, hydromechanical components, wheels, brakes and braking systems for
a diverse international customer base, including major commercial airlines, air
cargo operators, domestic government agencies, aircraft leasing companies,
aircraft parts distributors and OEMs. The Company's common stock trades on the
NASDAQ National Market(R) under the symbol HPAC. For more information, visit
Hawker Pacific Aerospace's website at www.hawker.com.
ABOUT LHT ACQUISITION CORPORATION
LHT Acquisition Corporation is a new company formed by Lufthansa
Technik AG in connection with the tender offer to acquire all the issued and
outstanding shares of common stock of Hawker Pacific Aerospace. It is a
wholly-owned subsidiary of Lufthansa Technik AG.
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ABOUT LUFTHANSA TECHNIK AG
Lufthansa Technik AG, with its 21,000 employees worldwide, is one of
the world's leading providers of technical services. Its clientele includes more
than 300 airlines and miscellaneous operators of commercial aircraft. Its array
of services encompasses maintenance and overhaul on a job-by-job basis, as well
as complete servicing of entire aircraft fleets, plus technical development and
design. With the premium product Total Technical Support TTS(R) Lufthansa
Technik offers a package which range all the way from line maintenance to
general overhauls, from the stocking of materials and parts to the training of
personnel. For more information, visit Lufthansa Technik's website at
www.lufthansa-technik.com.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY. IT DOES NOT
CONSTITUTE AN OFFER TO PURCHASE SHARES OF HAWKER PACIFIC AEROSPACE (THE
"COMPANY") OR A SOLICITATION/RECOMMENDATION STATEMENT UNDER THE RULES AND
REGULATIONS OF THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC"). ONCE THE
TENDER OFFER IS COMMENCED, LHT ACQUISITION CORPORATION WILL MAIL OFFERING
MATERIALS TO THE COMPANY'S SHAREHOLDERS AND WILL FILE ALL NECESSARY INFORMATION
WITH THE SEC. INVESTORS ARE URGED TO READ THE TENDER OFFER/GOING PRIVATE
STATEMENT FILED ON SCHEDULE TO/SCHEDULE 13E-3 BY LHT ACQUISITION CORPORATION AND
LUFTHANSA TECHNIK AG AND THE COMPANY'S SOLICITATION/RECOMMENDATION STATEMENT
FILED ON SCHEDULE 14D-9 AND OTHER RELEVANT DOCUMENTS REGARDING THE TENDER OFFER
WHEN THEY BECOME AVAILABLE, AS WELL AS OTHER DOCUMENTS FILED BY LHT ACQUISITION
CORPORATION, LUFTHANSA TECHNIK AG AND THE COMPANY, WITHOUT CHARGE THROUGH THE
SEC'S WEBSITE, WWW.SEC.GOV. THESE DOCUMENTS WILL ALSO BE MADE AVAILABLE WITHOUT
CHARGE TO ALL OF THE COMPANY'S SHAREHOLDERS BY CONTACTING THE INFORMATION AGENT
FOR THE OFFER.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995, SUCH AS STATEMENTS REGARDING THE PLANS, OBJECTIVES,
EXPECTATIONS AND INTENTIONS OF LHT ACQUISITION CORPORATION, LUFTHANSA TECHNIK AG
AND THE COMPANY THAT INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE DISCUSSED IN SUCH FORWARD-LOOKING
STATEMENTS. THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS DOCUMENT INVOLVE
RISKS AND UNCERTAINTIES THAT MAY AFFECT THE OPERATIONS, MARKETS, SERVICES,
PRICES AND OTHER FACTORS RELATED TO LHT ACQUISITION CORPORATION, LUFTHANSA
TECHNIK AG AND THE COMPANY, AS MORE
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FULLY DISCUSSED ELSEWHERE AND IN OTHER FILINGS WITH THE SEC. THESE RISKS AND
UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO: ECONOMIC, LEGAL, GOVERNMENTAL,
ENVIRONMENTAL AND TECHNOLOGICAL FACTORS, THE IMPACT OF THE SEPTEMBER 11
TERRORIST ATTACKS ON THE AIRLINE INDUSTRY, THE ECONOMY AND INSURANCE RATES; THE
POTENTIAL FOR ADDITIONAL ADVERSE IMPACT FROM TERRORIST ATTACKS AND/OR WAR;
COMPETITIVE PRICING AND MARKET CONDITIONS, CUSTOMER CONCENTRATION AND FOREIGN
CURRENCY RISK. THERE CAN BE NO ASSURANCE THAT FUTURE DEVELOPMENTS AFFECTING LHT
ACQUISITION CORPORATION, LUFTHANSA TECHNIK AG AND THE COMPANY WILL BE THOSE
ANTICIPATED BY MANAGEMENT. BECAUSE OF THE FACTORS LISTED ABOVE, AS WELL AS OTHER
FACTORS BEYOND THE CONTROL OF LHT ACQUISITION CORPORATION, LUFTHANSA TECHNIK AG
AND THE COMPANY, ACTUAL RESULTS MAY DIFFER FROM THOSE IN THE FORWARD-LOOKING
STATEMENTS. LHT ACQUISITION CORPORATION, LUFTHANSA TECHNIK AG AND THE COMPANY
DISCLAIM ANY INTENT OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING
INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS, OR
OTHERWISE, EXCEPT AS OTHERWISE REQUIRED BY THE RULES AND REGULATIONS OF THE SEC.
Contacts:
Thomas Erich
Press and Public Relations Department
Lufthansa Technik AG
Tel.: +49 40 / 5070 3667
Fax: +49 40 / 5070 8534
E-Mail: Press.PR@lht.dlh.de
James Bennett
Chief Financial Officer
Hawker Pacific Aerospace
Tel.: (818) 765-6201
Fax: (818) 765-8073
investor@hawker.com.
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