Honeywell announced the intention to acquire the entire share capital of Civitanavi Systems S.p.A. (Civitanavi or the Company) (Euronext Milan Exchange: BIT: CNS). Honeywell will initiate a voluntary tender offer to acquire all outstanding shares of Civitanavi for a purchase price of €6.30 per share in cash (an equity value of approximately €200 million at closing).

The acquisition will further strengthen Honeywell's capabilities to help its customers create autonomous operations in aircraft and other vehicles. It also supports Honeywell's alignment of its portfolio around three compelling megatrends, including the future of aviation and automation. Together with Civitanavi, Honeywell will be able to offer a broader set of technologies to its customers across the globe, whether they are traditional operators seeking to increase the autonomous capability of their existing fleets or are new entrants in the Advanced Air Mobility space.

The purchase price payable at closing represents a premium of approximately 27.1% to the 30-day volume-weighted average trading price of Civitanavi's stock ended on March 26, 2024, the last day of trading before the announcement of the transaction. Honeywell has already secured the commitment of Civitanavi's controlling shareholder, which owns approximately 66% of Civitanavi's outstanding shares to tender its shares.

The transaction is not subject to any financing condition and is expected to close in the third quarter of 2024, subject to customary closing conditions, including among the others: (i) receipt of required antitrust clearance; (ii) receipt of required clearances pursuant to the foreign direct investment regulations in Italy, United Kingdom and Canada and; (iii) the tender of at least 95% of Civitanavi's outstanding shares.

Civitanavi is a leader in position navigation and timing technology for the aerospace, defense and industrial markets. Both Civitanavi and Honeywell have a successful history of developing innovative inertial navigation solutions, which can track the position and orientation of a vehicle by using accelerometers, sensors and gyroscopes. Civitanavi's product offerings of inertial navigation, geo reference and stabilization systems will complement technologies in Honeywell's existing navigation and sensors business. Civitanavi specializes in high-performance Fiber Optic Gyro technology that Honeywell has not previously offered in its navigation portfolio.

"By integrating Civitanavi's inertial technologies and sensors across Honeywell's existing commercial, military, space and industrial platforms, our customers across the globe will now have access to a more robust portfolio of aerospace navigation solutions in support of their journey toward autonomous operations," said Honeywell Aerospace Technologies President & CEO Jim Currier.

"With this acquisition, we will be able to immediately expand our offerings to customers in the European Union through Civitanavi's navigation solutions, a capability we intend to further build out in the near-term. We look forward to adding this critical technology to our portfolio to help accelerate the growth of our Aerospace business. We are excited to welcome Civitanavi's talented workforce as our newest Honeywell Futureshapers," Currier added.

Bird & Bird is acting as legal counsel to Honeywell in the acquisition process, while UniCredit is acting as financial advisor.