IPO Prospectus 0.91 MB

144,807,407 Ordinary Shares This offering is part of a global offering of ordinary shares, par value Euro 1.00 per share, of the European Aeronautic Defence and Space Company EADS N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands. The global offering consists of offerings of EADS shares to: (a) institutional investors in Europe, the United States and other jurisdictions, (b) the public in France, Germany and Spain, and (c) qualifying employees of the EADS group. Of the 144,807,407 EADS shares being offered in the global offering, 92,556,965 shares are being offered by EADS (including up to 12,222,385 shares in the employee offering) and 52,250,442 shares by the selling shareholders. Prior to this offering, there has been no public market for the EADS shares. EADS expects to list its shares under the symbol `ÈAD'' on the Premier MarchÂe of ParisBourseSBF SA, in amtlicher Handel on the Frankfurter WertpapierbÈorse and on the Madrid, Bilbao, Barcelona and Valencia Stock Exchanges. EADS has not registered its shares under the United States Securities Act and may not offer or sell them within the U.S. or to or for the bene®t of any U.S. person unless the offer or sale would qualify for an exemption from such registration. Accordingly, the EADS shares are being offered (1) in the U.S. only to quali®ed institutional buyers (as de®ned in Rule 144A of the U.S. Securities Act) and (2) outside of the U.S. in reliance on Regulation S under the U.S. Securities Act and the laws of the other jurisdictions that apply to such offers. For a summary of certain restrictions on transfer, see ``Transfer Restrictions.'' See `Ìnvestment Considerations'' beginning on page 18 for a discussion of certain factors that should be considered in connection with an investment in the EADS shares. The price per EADS share offered to institutional investors is Euro 19.00. Individuals participating in the retail offering in France, Germany and Spain are being offered EADS shares at Euro 18.00 per EADS share, re¯ecting a discount of Euro 1.00 from the price per EADS share offered to institutional investors. In addition, qualifying employees of the EADS group are being offered EADS shares at a price of Euro 15.30 per EADS share, representing a discount of 15% from the retail price. The underwriters have an option to purchase up to an additional 21,721,006 shares from EADS and the selling shareholders. Delivery of the EADS shares will be made on or about July 13, 2000. Joint Global Coordinators and Bookrunners ABN AMRO Rothschild Deutsche Bank Joint Global Coordinators BNP PARIBAS Goldman Sachs International Santander Central Hispano Investment Global Institutional Offering ABN AMRO Rothschild Deutsche Bank BNP PARIBAS Goldman Sachs International SG Investment Banking Retail Offering BNP PARIBAS Deutsche Bank Santander Central Hispano Investment The date of this offering memorandum is July 9, 2000. Joint Global Coordinators and Bookrunners ABN AMRO Rothschild Deutsche Bank Joint Global Coordinators BNP PARIBAS Goldman Sachs International Santander Central Hispano Investment Global Institutional Offering Joint Global Lead Managers and Bookrunners ABN AMRO Rothschild Deutsche Bank Joint Lead Managers BNP PARIBAS Goldman Sachs International SG Investment Banking Senior Co-Lead Managers Robert Fleming & Co. Limited Santander Central Hispano Investment Co-Lead Managers BBVA Bolsa CrÂedit Lyonnais Dresdner Kleinwort Benson J.P. Morgan Securities Ltd. Co-Managers Bayerische Landesbank CrÂedit Agricole Indosuez Lazard CrÂedit Industriel et Commercial (CIC) HypoVereinsbank Nomura International Banca IMI Retail Offering Bookrunners and Lead Managers France Germany Spain BNP PARIBAS Deutsche Bank Santander Central Hispano Investment Global Managers Global Manager Global Managers ABN AMRO Rothschild ABN AMRO Rothschild ABN AMRO Rothschild Deutsche Bank Deutsche Bank Co-Lead Managers Co-Lead Managers Co-Lead Managers CDC MarchÂes COMMERZBANK Banco Popular CrÂedit Agricole IndosuezAktiengesellschaft Bankinter LazardDG BANK BBVA Bolsa CrÂedit Industriel etDeutsche Genossenschaftsbank AG Caja Madrid Commercial (CIC)Landesbank Baden- CECA CrÂedit Lyonnais WÈurttemberg Natexis Capital WestLB Panmure SG Investment Banking Co-Managers Co-Managers Co-Managers Banque FÂedÂerative du CrÂedit Bankgesellschaft Berlin Banco Zaragozano Mutuel (BFCM)Aktiengesellschaft Bilbao Bizkaia Kutxa CCF CharterhouseBaden-WÈurttembergische Renta 4 Union de Garantie et de Bank Placement (UGP) Aktiengesellschaft Bayerische Landesbank Girozentrale Dresdner Kleinwort Benson HSBC Trinkaus & Burkhardt HypoVereinsbank TABLE OF CONTENTS Page Page Certain Information Regarding Offering Unaudited Reconciliation from Historical Documents................................................ 3 Spanish GAAP to IAS Ð CASA........... 60 Summary of the Offering Memorandum .. 7 Summary of Differences Between CASA Investment Considerations .......................... 18 Accounting Principles, IAS and Use of Proceeds............................................ 23 U.S. GAAP ............................................... 61 Dividend Policy............................................ 24 Business Description.................................... 62 Exchange Rate Information ......................... 25 Capitalization ................................................ 26 Recent Developments and Outlook............ 123 Dilution......................................................... 27 Management.................................................. 126 Pro Forma Combining Financial Principal and Selling Shareholders ............. 132 Information ............................................... 28 Management's Discussion and Analysis Description of the EADS Transaction ....... 140 of Financial Condition and Results of Description of Shares................................... 145 Operations................................................. 36 Transfer Restrictions..................................... 151 Unaudited Reconciliation from Pro Forma and Historical French GAAP to Market Information...................................... 153 IAS Ð Aerospatiale Matra...................... 55 Taxation ......................................................... 159 Summary of Differences Between Underwriting ................................................ 164 Aerospatiale Matra Accounting Principles, IAS and U.S. GAAP............. 56 Enforcing Civil Liabilities............................ 169 Unaudited Reconciliation from Historical Legal Matters ................................................ 170 U.S. GAAP to IAS Ð Dasa.................... 58 Independent Auditors.................................. 170 Summary of Differences Between Dasa Accounting Principles, IAS and Additional Information................................ 170 U.S. GAAP ............................................... 59 Index to Financial Information.................... F-1 CERTAIN INFORMATION REGARDING OFFERING DOCUMENTS EADS con®rms that, to its knowledge following reasonable inquiry, the information contained in this offering memorandum relating to EADS is true and correct in all material respects and that there are no omissions which would, in the context of the global offering, make any statement relating to EADS in this offering memorandum misleading in any material respect. No person is authorized to give any information or make any representation not contained in this offering memorandum in connection with this offering and, if given or made, such information or representation must not be relied on as having been authorized by EADS, the selling shareholders or any of the underwriters. Neither the delivery of this offering memorandum nor any sale made in connection with this offering shall, under any circumstances, create any implication that there has been no change in the activities described herein since the date hereof or that the information contained herein is correct as of any time subsequent to the date of this offering memorandum. No representation or warranty, express or implied, is made by any underwriter as to the accuracy or completeness of any information contained in this offering memorandum, and nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation by any underwriter as to the past or the future. In making an investment decision, potential investors must rely upon their own examination of EADS and the entities which have been combined to form EADS, of the terms of this offering and of the related ®nancial information. In particular, potential investors should consult their own professional advisors for an understanding of the differences between generally accepted accounting principles in France, Spain and the United States and International Accounting Standards (`ÌAS''), and how those differences might affect the ®nancial information included in this offering memorandum. 3 This offering memorandum does not constitute an offer to sell or the solicitation of any offer to buy EADS shares. The distribution of this offering memorandum and the offering of shares is restricted by law in certain jurisdictions and this offering memorandum may not be used for the purpose of, or in connection with, any offer to or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Potential purchasers of EADS shares are required by EADS, the selling shareholders

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