BAE Systems, EADS reveal talks over

British arms manufacturer BAE Systems and European planemaker EADS revealed Wednesday that they are in merger talks to create a global aerospace and defence leader that would better rival US giant Boeing. "BAE Systems plc and EADS confirm that they are in discussions regarding a possible combination of their businesses," the companies said in a joint statement that confirmed feverish market speculation. The talks envisaged BAE Systems owning 40 percent of the enlarged group, with EADS holding a majority 60-percent stake. "The potential combination would create a world class international aerospace, defence and security group with substantial centres of manufacturing and technology excellence in France, Germany, Spain, the UK and the USA," it added. The new group would manufacture products ranging from Airbus passenger jets and military transporters to Challenger tanks, Tornado jet fighters and aircraft carriers. Both groups have a history of collaboration with each other and are partners in joint ventures including the Eurofighter project and MBDA missile systems. EADS, or the European Aeronautic Defence and Space Company, owns passenger jet division Airbus. The merged company would have a unified board and management structure with identical boards and executive committees at each of BAE and EADS. "This potential combination would be implemented through the creation of a dual listed company structure, under which both companies would operate as one group by means of equalisation and other agreements but would be separately listed on their existing exchanges," the statement added. Under the proposals being discussed, the two groups would issue special golden shares in BAE Systems and EADS to each of the French, German and British governments. This would replace Britain's stake in BAE Systems and the Franco-German stakeholder arrangement in EADS, the pair said. It has been agreed that EADS would pay £200 million to its shareholders prior to completion of a transaction. Both groups added Wednesday that they have held talks with a "range" of governments across the world over the proposed deal. "BAE Systems and EADS operate highly secure and sensitive defence businesses in the USA, the UK, France, Germany, Spain, Saudi Arabia and Australia, amongst other countries," they said. "Discussions have therefore been initiated with a range of governments about the implications of the potential transaction." In a separate development, Britain said that any merger between the two groups would have to protect the public interest. "The business benefits of any such arrangements are a matter for the companies involved," a British government spokesman said. "Given the nature of the companies' activities we would of course want to ensure that the UK's public interest was properly protected." BAE and EADS added that they have also agreed to ringfence certain defence activities, especially in the United States. "Under the transaction structure being discussed ... BAE Systems and EADS envisage that certain of their defence activities would be ringfenced with governance arrangements appropriate to their strategic and national security importance, particularly in the USA, given the importance of that market to the enlarged group," the statement added. News of the proposed deal, which remains subject to shareholder approvals, sent BAE shares surging -- but EADS stock dived. BAE shares rocketed 7.39 percent to 353 pence on London's FTSE 100 index of leading companies, which finished 0.17 percent down at 5,782.08 points. In Paris, EADS stock sank 5.63 percent to 28 euros on the CAC 40, which ended up 0.18 percent at 3,543.79 points. In recent years, BAE Systems' performance has been hit as military budgets were cut in Britain and in the US. However, BAE's net profits surged by almost 18 percent in 2011 to £1.24 billion. EADS meanwhile saw net profits rocket 87 percent to 1.0 billion euros last year, boosted by the strong performance of Airbus. BAE has axed 22,000 jobs over the past three years in response to reduced military spending around the world.