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B.F. Goodrich acquires Rohr

September 23, 1997

By GUY FLETCHER

Staff Writer

The on-again, off-again merger talks involving Rohr Inc. have culminated in a deal under which the aircraft components manufacturer will be acquired by B.F. Goodrich, officials said Tuesday.

An official with the Richfield, Ohio-based B.F. Goodrich said the deal should not have any impact on Rohr's 193-employee plant north of Hagerstown.

"We intend to operate Rohr as an autonomous, ongoing company," said company spokesman Rob Jewel.

The stock-for-stock transaction is valued at $1.3 billion, with Rohr shareholders receiving .7 shares of B.F. Goodrich in exchange for each share of Rohr common stock, according to a B.F. Goodrich news release.

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The deal is subject to approval by shareholders from both companies, as well as regulatory consent.

"We are extremely enthusiastic about this merger, and we are confident that it will benefit our shareholders, customers and employees," Robert H. Rau, president and chief executive officer of Rohr, said in a written statement.

Two weeks ago Rohr officials said they were in merger discussions after rumors of a deal had caused Rohr's stock prices to soar to a 52-week high of $33 3/8 per share on Sept. 11.

But last week the Chula Vista, Calif., company announced that the talks with an unnamed suitor were off.

Rohr designs, integrates, manufactures, sells and supports aircraft engine casings and components for large commercial aircraft. The company reported revenues of $944 million last year.

Jewel said Goodrich's aerospace division serves many of the same markets and clients that Rohr does, but it does not make the same products.

That means there will be little duplication of products and services to be addressed by the merger, he said. The Rohr name likely will remain in use, he added.

"We view (Rohr) as an outstanding company, with very strong managers and very talented employees, that complements our business," he said.

The combined company will be a leading provider of aircraft systems, services and specialty chemicals throughout the world, the company release said. Rohr reported $994 million in revenue last year and B.F. Goodrich's aerospace business generated $1.2 billion in sales.

"By combining our two outstanding companies, we will expand our capabilities to provide customers with integrated aircraft systems and services," said David L. Burner, chairman and chief executive officer of B.F. Goodrich.

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