DOW JONES NEWSWIRES 
 

Woodward Governor Co. (WGOV) will buy HR Textron from Textron Inc. (TXT) for about $365 million in a move aimed at bolstering its airframes systems business.

Woodward, a maker of industrial control equipment, also lowered its fiscal 2009 outlook, reflecting a bigger-than-expected decline in orders.

Chief Executive Thomas A. Gendron said adding HR Textron would position Woodward for "greater growth in motion control applications in the aerospace and defense markets."

HR Textron, which had net sales of about $260 million in 2008, is expected to be neutral to Woodward's earnings in fiscal 2009 and to add to earnings in fiscal 2010.

Separately, Textron said the sale would generate about $265 million in net cash proceeds and would reduce 2009 earnings by about 5 cents a share.

"This transaction is consistent with Textron's financial strategy and our defense and intelligence systems strategy," said Chief Executive Lewis B. Campbell.

Textron has been battling a slump in orders for business jets and a canceled defense contract. In recent months, the defense contractor and aircraft maker said it would cut 14% of its work force and shut most of its commercial-finance business amid unstable credit markets.

Woodward said it cut guidance because it is beginning to see larger-than-expected declines in order volumes in several markets, especially industrial engines, business jets and power distribution controls.

The company now expects adjusted earnings of $1.40 to $1.65 a share on revenue of $1.3 billion to $1.4 billion for the fiscal year ending Sept. 30. Last month, it affirmed its November forecast of earnings of $1.65 to $1.90 a share on revenue of $1.4 billion to $1.5 billion.

Woodward also said it would continue restructuring efforts and expects to post a charge of about 13 cents a share.

Woodward said it has enough funding to complete the HR Textron acquisition, which is expected to close in April. The company has $215 million available under its $225 million revolving credit facility and has a commitment for a $175 million, 364-day bridge facility.

Shares of Woodward rose 0.4% to $17.29 in after-hours trading. The stock price has fallen 65% in the past six months. Textron shares were unchanged at $5.65, more than 90% off the 52-week high at the end of May.

-By Kathy Shwiff, Dow Jones Newswires; 201-938-5975; Kathy.Shwiff@dowjones.com