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Esterline to Acquire Canada-Based CMC Electronics, a Leading International Aerospace/Defense Avionics Company.


Company to Host Conference Call Today at 1:30 p.m. Eastern Time

BELLEVUE, Wash. -- Esterline Corporation (NYSE NYSE

See: New York Stock Exchange
:ESL (1) An earlier family of client/server development tools for Windows and OS/2 from Ardent Software (formerly VMARK). It was originally developed by Easel Corporation, which was acquired by VMARK. ) (www.esterline.com) today announced an agreement to acquire CMC Electronics CMC Electronics Inc. (CMC Électronique) is a Canadian electronics company. History
The company was founded in 1903 as Marconi's Wireless Telegraph Company of Canada.[1] In 1925 the company was renamed Canadian Marconi Company.
 Inc., a leading aerospace/defense avionics company, for approximately $335 million in cash. For the 12 months ended September 30, 2006, CMC (Common Messaging Calls) A programming interface specified by the XAPIA as the standard messaging API for X.400 and other messaging systems. CMC is intended to provide a common API for applications that want to become mail enabled.

1.
 recorded revenues of C$205 million. Completion of the transaction is expected in 30 to 45 days, contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress"
contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent
 Hart-Scott-Rodino and other governmental approvals. A conference call to discuss the transaction is scheduled for later today at 1:30 p.m. Eastern Time (10:30 a.m. Pacific Time). Listeners may access the conference call live over the Internet at the following locations: www.esterline.com or www.earnings.com.

The transaction significantly expands the scale of Esterline's existing Avionics & Controls business and "Ofits our stated strategy to consolidate manufacturers of superior aerospace systems and components," said Robert W. Cremin, Esterline's chief executive officer. "This is a great acquisition for us and our customers. CMC is a premier systems integrator of high technology avionics, and is a natural evolution following our successful performance as a Tier I supplier to Boeing for the 787 cockpit Overhead Panel System." Cremin said the transaction "Otakes us a long way in adding to the tool kit of solutions that we are assembling for our avionics customers. And, it is in line with requests from those customers that we expand the value-added products and services we bring to them."

CMC is a world leader in the design, manufacture, sales and support of high-technology electronics products for aviation including GPS (global positioning systems), head-up displays, enhanced vision systems, electronic flight bags and flight management systems. The company employs more than 1,100 people at its principal locations in Montreal, Quebec; Ottawa, Ontario; and Chicago, Illinois. Formerly known as Canadian Marconi Company and later as BAE Systems BAE Systems

British manufacturer of aircraft, missiles, avionics, naval vessels, and other aerospace and defense products. BAE Systems was formed (1999) from the merger of British Aerospace (BAe) with Marconi Electronic Systems.
 Canada, CMC is a private company controlled by an investor group led by ONCAP L.P. ONCAP is an investment fund established by Onex Corporation Onex Corporation TSX: OCX is a Toronto based investment firm. It was founded in 1983 by Gerry Schwartz. Today it is a publicly traded company but Schwartz has 67.6% of the voting control and continues to serve as Chairman and CEO.  (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
:OCX (OLE Control EXtension) A component software technology from Microsoft that enables a Windows program to add functionality by calling ready-made components. Generally called "OLE controls" or "OLE custom controls," they appear to the end user as just another part of ) and a number of leading financial institutions. Onex is one of Canada's largest companies.

Cremin said that CMC is a healthy, profitable business with "Oan experienced and proven management team and a strong engineering and technology base." He said that CMC employs more than 400 engineers and that "Otogether, we'll forge a much stronger technological presence in this market segment--clearly we'll be in a position to do more for our customers."

In the 12 months ended September 30, 2006, CMC had EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become  (earnings before interest, taxes, depreciation and amortization Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP metric that can be used to evaluate a company's profitability.
:EBITDA = Operating Revenue – Operating Expenses + Other Revenue
) of C$27 million. CMC EBITDA included approximately C$8 million in research and development credits which were recorded as a reduction of operating expense Operating Expense

The essential things that a company must purchase in order to maintain business.

Notes:
For example, the payment of employees wages are an operating expense.

Also known as OPEX.
, as required by Canadian GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
. Under U.S. GAAP, such research and development tax credits would be recorded as a reduction of income tax expense.

Esterline was advised in this transaction by Bear Stearns; CMC was advised by Jefferies Quarterdeck (Quarterdeck Corporation, Marina del Rey, CA) A pioneering software company, founded in 1983, that offered a variety of utilities, diagnostics, connectivity and Internet products for the PC and Macintosh. , a division of Jefferies & Company, Inc.

About Esterline:

Esterline Corporation is a leading world-wide supplier to the aerospace and defense industry specializing in three core areas: Avionics & Controls, Sensors & Systems, and Advanced Materials.

Operations within the Avionics & Controls segment focus on technology interface systems for commercial and military aircraft and similar devices for land- and sea-based military vehicles, secure communications systems, specialized medical equipment, and other high-end industrial applications. The Sensors & Systems segment includes operations that produce high-precision temperature and pressure sensors, electrical power distribution equipment, and other related systems principally for aerospace and defense customers. Operations within the Advanced Materials segment focus on technologies including high-temperature resistant materials and components used for a wide range of military and commercial aerospace purposes and combustible com·bus·ti·ble
adj.
Capable of igniting and burning.

n.
A substance that ignites and burns readily.
 ordnance and electronic warfare countermeasure products.

Conference Call Information

Esterline will host a conference call today, Thursday, February 1, at 1:30 p.m. Eastern Time to discuss the acquisition of CMC Electronics. To access the call, please dial into the conference at least 10 minutes prior to the beginning of the call at 866-400-3310. International callers should dial 416-850-9144. To listen to the live audio webcast, go to the Investors section of the Esterline website at www.esterline.com or to www.earnings.com.

If you are unable to attend the live conference call, an audio webcast replay will be available in the Investors section of the Esterline website for 90 days. If you do not have Internet access, a replay of the call will be available by dialing 866-245-6755 and entering access code 413691. International callers can listen to the replay by dialing 416-915-1035, access code 413691. The conference call replay will be available for five business days, beginning at 4:00 p.m. Eastern Time on Thursday, February 1.

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "should" or "will," or the negative of such terms, or other comparable terminology. These forward-looking statements are only predictions based on the current intent and expectations of the management of Esterline, are not guarantees of future performance or actions, and involve risks and uncertainties that are difficult to predict and may cause Esterline's or its industry's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Esterline's actual results and the timing and outcome of events may differ materially from those expressed in or implied by the forward-looking statements due to risks detailed in Esterline's public filings with the Securities and Exchange Commission.
COPYRIGHT 2007 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Feb 1, 2007
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