Hexcel and woodward Announce Termination of Merger Agreement

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FORT COLLINS, Colo. & STAMFORD, Conn.–(BUSINESS WIRE)–



The termination was approved by the Boards of Directors of both companies and is in reaction to the rising effect on both the aerospace and industrial industries, and global markets broadly, resulting from the health crisis caused by the coronavirus (COVID-19) pandemic. The pandemic has resulted to focus on its businesses and has influenced the firms’ ability to realize the benefits of the merger through these unprecedented times.

In a joint announcement, Tom Gendron, Chairman, Chief Executive Officer and President of Woodward, and Nick Stanage, Chairman, Chief Executive Officer and President of Hexcel, stated,”While we both believed from the beginning, and continue to think, at the benefits of a joint Woodward and Hexcel, we mutually concluded after careful consideration that given the substantial uncertainty on the market, it wouldn’t be wise to continue to pursue the integration and combination of our businesses in a merger of equals. Though we are disappointed with this result, we are confident this is the right decision for our clients, our customers, and our workers as it allows each of us to devote our focus and resources toward ensuring Woodward and Hexcel each stay strong and closely correlated with our clients and supply chains during these days. We are still hopeful that our two firms will find opportunities to collaborate on next-generation platforms later on for the sake of our clients.”

Neither party will be required to cover the other a termination fee as a consequence of the mutual decision to terminate the agreement.

About Woodward

Woodward is an independent designer, manufacturer, and service supplier of control system solutions and components for the aerospace and industrial markets. The company fluid, gas, electric, and motion control systems assist clients provide more dependable, cleaner, and more efficient gear. Our clients include leading equipment manufacturers and end users of their products. Woodward is a global company. Stop by our website at http://www.woodward.com.

Around Hexcel

Hexcel Corporation is a leading innovative composites company. It develops, manufactures and markets lightweight, high-performance structural substances, such as specialty reinforcements, carbon fibers, prepregs and other matrix materials, honeycomb, adhesives center and constructions, used in defense, space and commercial aerospace and industrial applications. Learn more at http://www.Hexcel.com.

Forward-Looking Statements

Certain of the matters addressed within this communication which aren’t statements of historical fact comprise forward-looking statements that involve numerous risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Words such as”strategy,””expects,””continues,””plans,””anticipates,””believes,””will,””estimates,””aims,””projects,””goals,””targets” and other phrases of similar meaning are intended to determine forward-looking statements but aren’t the exclusive means of identifying these statements. Important factors that may cause actual results and outcomes to differ materially from those included in these forward-looking statements include, without limitation, risks regarding the coronavirus (COVID-19) pandemic and its effect on U.S. and world financial markets, potential regulatory activities, changes in customer behaviours and influences on and modifications to the operations and business of each of Woodward and Hexcel relating thereto, the business, economic and political conditions in the markets where Woodward and Hexcel function; and the fact that Woodward’s and Hexcel’s reported earnings and financial position may be adversely affected by tax and other variables.

Other important factors that may cause actual results and outcomes to differ materially from those included in the forward-looking statements included within this communication are described in Woodward’s and Hexcel’s publicly filed reports, such as Woodward’s Annual Report on Form 10-K for the year ended September 30, 2019 and Hexcel’s Annual Report on Form 10-K for its year ended December 31, 2019.

Woodward and Hexcel caution that the foregoing list of important factors is not complete and don’t undertake to update any forward-looking statements that either party may make except as required by law that is applicable. All subsequent written and oral forward-looking statements conducive to Woodward, Hexcel or some person acting on behalf of either party are expressly qualified in their entirety by the cautionary statements referenced above.


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Investor Contacts

Don Guzzardo
Kurt.Goddard@Hexcel.com
Media Contacts
Woodward Director Business Communications
Hexcel VP Corporate & Marketing Communications