A would-be Boeing Co. takeover target has found its own dance partner.

Woodward Inc., a maker of cockpit controls and engine-actuation systems, announced late Sunday that it’s merging with fellow aerospace supplier Hexcel Corp. The all-stock deal values Hexcel, a maker of lightweight composite materials, at about $7.5 billion including debt, with Woodward shareholders set to own about 55% of the combined company. While both suppliers have felt the sting of  Boeing’s 737 Max grounding, executives said Sunday that the deal wasn’t a response to that crisis but rather an effort to position the combined company to better compete in the pursuit of more fuel-efficient engines.

The effort to sell this merger as a play on climate change is interesting, and it shows the degree to which companies are taking seriously the increasing criticism of greenhouse-gas emissions. At the same time, it’s hard to extricate Boeing and its Max woes from the context of the deal. Just two years ago, it might have been Boeing making these kinds of arguments about the benefits of scale and combined research-and-development budgets.

Boeing held preliminary talks with Woodward as it scouted targets for its push to build a services division with $50 billion in sales, according to reports in early 2018 from Bloomberg News and the Wall Street Journal. Woodward pushed back on those reports and said it wasn’t in discussions with Boeing on a possible sale. Boeing instead acquired KLX Inc.’s aerospace-distribution business for $4.25 billion and announced an auxiliary power unit joint venture with Safran SA. This added to home-grown efforts in avionics and cabin interiors and spooked investors in traditional suppliers of those parts and services.

As recently as May, ex-Boeing CEO Dennis Muilenburg was talking about the prospect of additional deals in the vein of KLX – “a substantial, multi-billion dollar acquisition, but one that was complementary.” With the now 10-month Max grounding draining Boeing’s cash flow and mounting scrutiny over the company’s corporate culture and the integrity of its design process, it’s highly unlikely the company will be making acquisitions anytime soon, and entirely possible that its parts and services ambitions go no further.

That creates an opportunity for its suppliers, and Woodward and Hexcel are right to seize the moment to gain more clout, particularly as it looks increasingly likely that Boeing will have to speed up development of a narrow-body successor to the 737. With new technologies requiring ever-higher levels of spending, it also just helps to have a bigger balance sheet. Woodward and Hexcel expect to spend $250 million on R&D in the first year after the deal closes, or about 5% of combined sales. That’s a roughly 15% step-up from estimated 2019 levels, notes Jefferies analyst Sheila Kahyaoglu. “Woodward and Hexcel touch nearly every aspect of aerospace design,” Hexcel CEO Nick Stanage, who will retain that role at the combined company, said on a conference call Sunday. The merged entity will be well-positioned to deliver “integrated systems that satisfy demands for aircraft aerodynamics, energy efficiency, improved safety and reduced emissions and noise.”

The Woodward-Hexcel combination follows a United Technologies Corp. $100 billion buying spree over the past two years that saw the engine maker link up with avionics supplier Rockwell Collins Inc. and defense contractor Raytheon Co., as well as smaller tie-ups between Parker-Hannifin Corp. and Exotic Metals Forming Co. and TransDigm Group Inc. and Esterline Technologies Corp. Analysts expressed some caution on Hexcel and Woodward’s ambitious goal of generating $1 billion of cash flow in the first fiscal year after closing, and time will tell if the companies can follow through. But strategically, it’s a bold and smart move that should give the companies an upper hand in both the battle against climate change and any future battles with Boeing.  

To contact the author of this story: Brooke Sutherland at bsutherland7@bloomberg.net

To contact the editor responsible for this story: Beth Williams at bewilliams@bloomberg.net

This column does not necessarily reflect the opinion of the editorial board or Bloomberg LP and its owners.

Brooke Sutherland is a Bloomberg Opinion columnist covering deals and industrial companies. She previously wrote an M&A column for Bloomberg News.

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