DEFA14A 1 a18-12445_5defa14a.htm DEFA14A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

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o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

o

Definitive Additional Materials

x

Soliciting Material under §240.14a-12

 

KLX INC.

(Name of Registrant as Specified In Its Charter)

 

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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Filed by KLX Inc.
Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: KLX Inc.
Commission File No. 001-36610

 


 

 

1 May 2018

 

WE HAVE EXCITING NEWS!  BOEING ANNOUNCES PLANS TO ACQUIRE KLX AEROSPACE SOLUTIONS.

 

Dear KLX Aerospace Solutions Customers and Suppliers,

 

Boeing [NYSE: BA] and KLX Inc. [NASDAQ: KLXI] announced today that they have entered into a definitive agreement for Boeing to acquire KLX Aerospace Solutions (KLX), following the complete divestment and separation of KLX Inc.’s energy business.  Upon closing, KLX will merge with Aviall, Boeing’s wholly owned aerospace parts and services provider, and become part of the Boeing Global Services family of companies.  Together, Aviall and KLX will create the premier provider of parts and productivity services, offering customers and suppliers value through the broadest range of products, services and customers in the industry.

 

By joining forces with Aviall, we are combining two clear market leaders with complementary capabilities in distribution, consumables and expendables product mix and value-added service solutions serving all aircraft types and customer markets around the globe. We share a culture of customer service excellence, innovation, inventory availability, quality and on-time delivery, and we are excited at the new business development opportunities that our two companies will pursue together.  As the transactions require approval by a majority of KLX shareholders and regulatory approvals, on advice of counsel, customary disclosures are included at the end of this letter.

 

See the Boeing press release here and the KLX Inc. press release here for details.

 

Benefits to Our Customers and Suppliers

 

·                  We will create a one-stop source for customers with an expanded market basket and the broadest scope of parts and products available to support all fleet types for Commercial, Military and Defense, and Business and General Aviation customers

 

·                  We will deliver innovative industry leading value-added service solutions and create a more efficient supply chain for the industry to support our customers’ growth

 

·                  We will focus on methods to simplify the customer experience and provide an expanded product and services offering to support your requirements

 

·                  We will provide growth opportunities to our suppliers with the broadest range of diverse customers, supporting all market segments and all fleet types with a larger global footprint

 

·                  We will leverage best practices from both organizations to improve overall quality of service, with enhanced planning and inventory management solutions, thereby improving our value proposition for all customers and suppliers

 

Expectations

 

·                  This development is exciting, but not immediate. There are no changes to contacts or operations for KLX or Boeing pending regulatory approvals during the months ahead.

 

·                  KLX will be integrated into Aviall.  We have a dedicated integration team from both companies focused on integration planning and best practices from both organizations to improve customer and supplier experience.

 

·                  There are no leadership changes at this time. I can confirm that I will remain with the business post-closing and long term in an Executive position with Boeing Global Services.

 

 


 

·                  Please visit www.klxaerospace.com for the most recent updates and submit questions to questions@klx.com

 

I am pleased to share that we will continue our journey supporting our strategic customers and partner suppliers with industry-leading services and solutions and expanded parts and products as part of Aviall.  You have my personal commitment that the culture of customer service and supplier partnership will continue.  Thank you all for your continued partnership and support. I look forward to welcoming you to our new Miami Global Distribution Center in the near future.

 

Sincerely,

 

John A Cuomo

Group Vice President and General Manager

KLX Aerospace Solutions

 


 

Cautionary Statement on Forward-Looking Statements

 

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act.  Such forward-looking statements, including those regarding the timing and consummation of the transactions described herein, involve risks and uncertainties.  The  actual experience and results of KLX Inc. (the “Company”) and of the Energy Services Group (“ESG”) may differ materially from the experience and results anticipated in such statements.  Factors that might cause such a difference include those discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”), which include its Annual Report on Form 10-K and Current Reports on Form 8-K, and in the Form 10 to be filed in connection with the proposed spin-off of ESG.  For more information, see the sections entitled “Risk Factors” and “Forward-Looking Statements” contained in the Company’s Annual Report on Form 10-K and in other filings.  The forward-looking statements included in this communication are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Additional Information

 

In connection with the proposed transaction between KLX and The Boeing Company (“Boeing”), KLX will file a proxy statement with the Securities and Exchange Commission (the “SEC”).  KLX will also file with the SEC a registration statement with respect to the spin-off of its Energy Services Group.  KLX SHAREHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND RELATED MATTERS.  Investors and security holders will be able to obtain the documents free of charge when they are available at the SEC’s website, www.sec.gov, or from KLX at its website, www.klx.com, or by contacting KLX Investor Relations at (561) 383-5100.

 

Participants in Solicitation

 

KLX and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed merger.  Information concerning KLX’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is set forth in KLX’s Annual Report on Form 10-K for the fiscal year ended January 31, 2018 and its proxy statement filed on May 26, 2017, which are filed with the SEC.  A more complete description will be available in the proxy statement with respect to the merger and the registration statement with respect to the spin-off when they become available.