Acquisition of Iceman Holdco, Inc., by TransDigm Inc.: notice of final order
Published 28 February 2024
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1. The Secretary of State has made a Final Order pursuant to section 26 of the National Security and Investment Act 2021 (“the Act”), which comes into force on 28 February 2024.
2. The Parties who are subject to the order are:
i. Iceman Holdco, Inc (“the Target”) (together with its UK subsidiaries)
ii. TransDigm Inc. (“the Acquirer”)
3. TransDigm Inc. will gain control of Iceman Holdco, Inc., and its UK subsidiaries, TMD Holdings Limited, CPI TMD Technologies Limited, and TMD Technologies Limited by acquiring 100% of the shareholding of Iceman Holdco, Inc. (“the Acquisition”).
4. The Acquisition constitutes a trigger event under section 8(2)(c) of the Act.
5. The Secretary of State considers that a risk to national security will arise from the trigger event in relation to the continued effective operation of critical national infrastructure. As such, he has approved the acquisition of Iceman Holdco, Inc. by TransDigm Inc but used the National Security & Investment Act to put in place provisions which he is satisfied are necessary and proportionate to prevent, remedy or mitigate that risk to national security.
6. The Final Order allows the acquisition to go ahead subject to the condition that TransDigm Inc. and Iceman Holdco, Inc (together with its UK subsidiaries) keep CPI TMD’s research, development and manufacturing capabilities in relation to atomic clocks in the United Kingdom.
7. The Secretary of State considers that the Final Order is necessary and proportionate to mitigate the risk to national security.