Maxar stockholders to receive $53.00 per share
in cash, a 129% premium to prior closing price
Maxar to remain U.S.-controlled and operated
company following close
Advent brings 35+ year investment track record
with significant experience in global security and defense
Transaction will support Maxar to accelerate
investment in and development of the Company’s next-generation
satellite technologies and data insights for its customers
Maxar Technologies (NYSE:MAXR) (TSX:MAXR) (“Maxar” or the
“Company”), provider of comprehensive space solutions and secure,
precise, geospatial intelligence, today announced that it has
entered into a definitive merger agreement to be acquired by Advent
International (“Advent”), one of the largest and most experienced
global private equity investors, in an all-cash transaction that
values Maxar at an enterprise value of approximately $6.4 billion.
Advent is headquartered in the United States and has a demonstrable
track record as a responsible owner of defense and security
businesses. Following the close of the transaction, Maxar will
remain a U.S.-controlled and operated company.
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Under the terms of the definitive merger agreement, Advent has
agreed to acquire all outstanding shares of Maxar common stock for
$53.00 per share in cash. The purchase price represents a premium
of approximately 129% over Maxar’s closing stock price of $23.10 on
December 15, 2022, the last full trading day prior to this
announcement, an approximately 135% premium to the 60-day
volume-weighted average price prior to this announcement, and a
premium of approximately 34% over Maxar’s 52-week high.
Following the closing of the transaction, Maxar will benefit
from the significant resources, operational expertise and capacity
for investment provided by Advent. As a private company, Maxar will
be able to accelerate investments in next-generation satellite
technologies and data insights that are vital to the Company’s
government and commercial customers, as well as pursue select,
strategic M&A to further enhance the Company’s portfolio of
solutions. This includes supporting the successful delivery of the
new Legion satellite constellation, accelerating the launch of
Legion 7 and 8 satellites and further growing the Earth
Intelligence and Space Infrastructure businesses through
investments in next-generation capabilities, such as advanced
machine learning and 3D mapping. With approximately $28 billion
invested across the defense, security and cybersecurity sectors in
the last three years, Advent’s portfolio companies have substantial
expertise supporting many satellite and defense platforms which
serve the U.S. government and its allies as well as companies
across the globe.
“This transaction delivers immediate and certain value to our
stockholders at a substantial premium,” said General Howell M.
Estes, III (USAF Retired), Chair of Maxar’s Board of Directors.
“Maxar’s mission has never been more important, and this
transaction allows us to maximize value for stockholders while
accelerating the Company’s ability to deliver its mission-critical
technology and solutions to customers over the near and long
term.”
“Today’s announcement is an exceptional outcome for stockholders
and is a testament to the hard work and dedication of our team, the
value Maxar has created and the reputation we have built in our
industry,” said Daniel Jablonsky, President and CEO of Maxar.
“Advent has a proven record of strengthening its portfolio
companies and a desire to support Maxar in advancing our long-term
strategic objectives. As a private company, we will have enhanced
flexibility and additional resources to build on Maxar’s strong
foundation, further scale operations and capture the significant
opportunities in a rapidly expanding market.”
“We have tremendous respect and admiration for Maxar, its
industry-leading technology and the vital role it serves in
supporting the national security of the United States and its
allies around the world,” said David Mussafer, Chairman and
Managing Partner of Advent. “We will prioritize Maxar’s commitment
as a core provider to the U.S. defense and intelligence
communities, and allies, while providing Maxar with the financial
and operational support necessary to apply its technology and team
members even more fully to the missions and programs of its
government and commercial customers.”
“In our view, Maxar is a uniquely positioned and attractive
asset in satellite manufacturing and space-based high-resolution
imagery, with an incredible workforce and many opportunities
ahead,” said Shonnel Malani, Managing Director and global head of
Advent’s aerospace and defense team. “We have strong conviction in
the growing need for the differentiated solutions Maxar provides,
and our goal is to invest in expanding Maxar’s satellite
constellation as well as supporting Maxar’s team to push the
boundaries of innovation, ensuring mission success for its
customers.”
Transaction Details
Under the terms of the agreement, which has been unanimously
approved by Maxar’s Board of Directors, Maxar stockholders will
receive $53.00 in cash for each share of common stock they own.
Advent has arranged committed debt and equity financing
commitments for the purpose of financing the transaction, providing
a high level of closing certainty. Funds advised by Advent have
committed an aggregate equity contribution of $3.1 billion and
British Columbia Investment Management Corporation (“BCI”) is
providing a minority equity investment through a committed
aggregate equity contribution equal to $1.0 billion, both on the
terms and subject to the conditions set forth in the signed equity
commitment letters.
The agreement includes a 60-day “go-shop” period expiring at
11:59 pm EST on February 14, 2023. During this period, the Maxar
Board of Directors and its advisors will actively initiate, solicit
and consider alternative acquisition proposals from third parties.
The Maxar Board will have the right to terminate the merger
agreement to enter into a superior proposal subject to the terms
and conditions of the merger agreement. There can be no assurance
that this “go-shop” will result in a superior proposal, and Maxar
does not intend to disclose developments with respect to the
solicitation process unless and until it determines such disclosure
is appropriate or otherwise required. The Company, Advent and BCI
will contemporaneously pursue regulatory reviews and approvals
required to conclude the transaction.
The transaction is expected to close mid-2023, subject to
customary closing conditions, including approval by Maxar
stockholders and receipt of regulatory approvals. The transaction
is not subject to any conditionality related to the launch,
deployment or performance of Maxar’s WorldView Legion satellite
program. Upon completion of the transaction, Maxar’s common stock
will no longer be publicly listed. It is expected that Maxar will
continue to operate under the same brand and maintain its current
headquarters in Westminster, Colorado.
The foregoing description of the merger agreement and the
transactions contemplated thereby is subject to, and is qualified
in its entirety by reference to, the full terms of the merger
agreement, which Maxar will be filing on Form 8-K.
Advisors
J.P. Morgan Securities LLC is serving as financial advisor to
Maxar and Wachtell, Lipton, Rosen & Katz is serving as lead
counsel to Maxar. Milbank LLP is serving as Maxar’s legal advisor
with respect to certain space industry and regulatory matters.
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are
serving as financial advisors to Advent and Weil, Gotshal &
Manges LLP is serving as lead counsel to Advent. Covington &
Burling LLP is serving as Advent’s legal advisor with respect to
certain regulatory matters.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as lead
counsel to BCI. Freshfields Bruckhaus Deringer LLP is serving as
BCI’s legal advisor with respect to certain regulatory matters.
About Maxar
Maxar Technologies (NYSE:MAXR) (TSX:MAXR) is a provider of
comprehensive space solutions and secure, precise, geospatial
intelligence. We deliver disruptive value to government and
commercial customers to help them monitor, understand and navigate
our changing planet; deliver global broadband communications; and
explore and advance the use of space. Our unique approach combines
decades of deep mission understanding and a proven commercial and
defense foundation to deploy solutions and deliver insights with
unrivaled speed, scale and cost effectiveness. Maxar’s 4,400 team
members in over 20 global locations are inspired to harness the
potential of space to help our customers create a better world. For
more information, visit www.maxar.com.
About Advent International
Founded in 1984 and based in Boston, MA, Advent International is
one of the largest and most experienced global private equity
investors. The firm has invested in over 400 private equity
investments across 41 countries, and as of September 30, 2022, had
$89 billion in assets under management. With 15 offices in 12
countries, Advent has established a globally integrated team of
over 285 private equity investment professionals across North
America, Europe, Latin America and Asia. The firm focuses on
investments in five core sectors, including business and financial
services; health care; industrial; retail, consumer and leisure;
and technology. This includes investments in defense, security and
cybersecurity as well as critical national infrastructure.
For over 35 years, Advent has been dedicated to international
investing and remains committed to partnering with management teams
to deliver sustained revenue and earnings growth for its portfolio
companies.
For more information, visit
Website: www.adventinternational.com
LinkedIn: www.linkedin.com/company/advent-international
About BCI
British Columbia Investment Management Corporation (BCI) is
amongst the largest institutional investors in Canada with C$211.1
billion under management, as of March 31, 2022. Based in Victoria,
British Columbia, with offices in New York City and Vancouver, BCI
is invested in: fixed income and private debt; public and private
equity; infrastructure and renewable resources; as well as real
estate equity and real estate debt. With our global outlook, we
seek investment opportunities that convert savings into productive
capital that will meet our clients’ risk and return requirements
over time.
BCI’s private equity program actively manages a C$24.8 billion
global portfolio of privately-held companies and funds with the
potential for long-term growth and value creation. Leveraging our
sector-focused teams in business services, consumer, financial
services, healthcare, industrials, and technology, media and
telecommunications, we work with strategic private equity partners
to source and manage direct and co-sponsor/co-investment
opportunities.
For more information, please visit bci.ca.
LinkedIn:
https://www.linkedin.com/company/british-columbia-investment-management-corporation-bci
Additional Information About the Merger and Where to Find
It
This communication relates to the proposed transaction involving
Maxar. In connection with the proposed transaction, Maxar will file
relevant materials with the U.S. Securities and Exchange Commission
(the “SEC”), including Maxar’s proxy statement on Schedule 14A (the
“Proxy Statement”). This communication is not a substitute for the
Proxy Statement or any other document that Maxar may file with the
SEC or send to its shareholders in connection with the proposed
transaction. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF
MAXAR ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able
to obtain the documents (when available) free of charge at the
SEC’s website, www.sec.gov, or by visiting Maxar’s investor
relations website,
https://investor.maxar.com/overview/default.aspx.
Participants in the Solicitation
Maxar and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the holders of
Maxar’s common stock in respect of the proposed transaction.
Information about the directors and executive officers of Maxar and
their ownership of Maxar’s common stock is set forth in the
definitive proxy statement for Maxar’s 2022 Annual Meeting of
Stockholders, which was filed with the SEC on March 31, 2022, or
its Annual Report on Form 10-K for the year ended December 31,
2021, and in other documents filed by Maxar with the SEC. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the Proxy
Statement and other relevant materials to be filed with the SEC in
respect of the proposed transaction when they become available.
Free copies of the Proxy Statement and such other materials may be
obtained as described in the preceding paragraph.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, as amended. Statements concerning general economic
conditions, our financial condition, including our anticipated
revenues, earnings, cash flows or other aspects of our operations
or operating results, and our expectations or beliefs concerning
future events; and any statements using words such as “believe,”
“expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,”
“would,” “could,” “may,” “estimate,” “outlook” or similar
expressions, including the negative thereof, are forward-looking
statements that involve certain factors, risks and uncertainties
that could cause Maxar’s actual results to differ materially from
those anticipated. Such factors, risks and uncertainties include:
(1) the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement between
the parties to the proposed transaction; (2) the failure to obtain
approval of the proposed transaction from Maxar’s stockholders; (3)
the failure to obtain certain required regulatory approvals or the
failure to satisfy any of the other closing conditions to the
completion of the proposed transaction within the expected
timeframes or at all; (4) risks related to disruption of
management’s attention from Maxar’s ongoing business operations due
to the proposed transaction; (5) the effect of the announcement of
the proposed transaction on the ability of Maxar to retain and hire
key personnel and maintain relationships with its customers,
suppliers and others with whom it does business, or on its
operating results and business generally; (6) the ability of Maxar
to meet expectations regarding the timing and completion of the
transaction; (7) the impacts resulting from the conflict in Ukraine
or related geopolitical tensions; (8) the impacts of the global
COVID-19 pandemic or any other pandemics, epidemics or infectious
disease outbreaks; (9) Maxar’s ability to generate a sustainable
order rate for the satellite and space manufacturing operations and
develop new technologies to meet the needs of its customers or
potential new customers; (10) the impacts of any changes to the
policies, priorities, regulations, mandates and funding levels of
governmental entities; (11) the impacts if Maxar’s programs fail to
meet contractual requirements or its products contain defects or
fail to operate in the expected manner; (12) any significant
disruption in or unauthorized access to Maxar’s computer systems or
those of third parties that it utilizes in its operations,
including those relating to cybersecurity or arising from
cyber-attacks, and security threats could result in a loss or
degradation of service, unauthorized disclosure of data, or theft
or tampering of intellectual property; (13) satellites are subject
to construction and launch delays, launch failures, damage or
destruction during launch; (14) if Maxar satellites fail to operate
as intended; (15) the impacts of any loss of, or damage to, a
satellite and any failure to obtain data or alternate sources of
data for Maxar’s products; (16) any interruption or failure of
Maxar’s infrastructure or national infrastructure; (17) Maxar’s
business with various governmental entities is concentrated in a
small number of primary contracts; (18) Maxar operates in highly
competitive industries and in various jurisdictions across the
world; (19) uncertain global macro-economic and political
conditions; (20) Maxar is a party to legal proceedings,
investigations and other claims or disputes, which are costly to
defend and, if determined adversely to it, could require it to pay
fines or damages, undertake remedial measures or prevent it from
taking certain actions; (21) Maxar’s ability to attract, train and
retain employees; (22) any disruptions in U.S. government
operations and funding; (23) any changes in U.S. government policy
regarding use of commercial data or space infrastructure providers,
or material delay or cancellation of certain U.S. government
programs; (24) Maxar’s business involves significant risks and
uncertainties that may not be covered by insurance; (25) Maxar
often relies on a single vendor or a limited number of vendors to
provide certain key products or services; (26) any disruptions in
the supply of key raw materials or components and any difficulties
in the supplier qualification process, as well as any increases in
prices of raw materials; (27) any changes in Maxar’s accounting
estimates and assumptions; (28) Maxar may be required to recognize
impairment charges; (29) Maxar’s business is capital intensive, and
it may not be able to raise adequate capital to finance its
business strategies, including funding future satellites, or to
refinance or renew its debt financing arrangements, or it may be
able to do so only on terms that significantly restrict its ability
to operate its business; (30) Maxar’s ability to obtain additional
debt or equity financing or government grants to finance operating
working capital requirements and growth initiatives may be limited
or difficult to obtain; (31) Maxar’s indebtedness and other
contractual obligations; (32) Maxar’s current financing
arrangements contain certain restrictive covenants that impact its
future operating and financial flexibility; (33) Maxar’s actual
operating results may differ significantly from its guidance; (34)
Maxar could be adversely impacted by actions of activist
stockholders; (35) the price of Maxar’s common stock has been
volatile and may fluctuate substantially; (36) Maxar’s operations
in the U.S. government market are subject to significant regulatory
risk; (37) failure to comply with the requirements of the National
Industrial Security Program Operating Manual could result in
interruption, delay or suspension of Maxar’s ability to provide its
products and services, and could result in loss of current and
future business with the U.S. government; (38) Maxar’s business is
subject to various regulatory risks; (39) any changes in tax law,
in Maxar’s tax rates or in exposure to additional income tax
liabilities or assessments; (40) Maxar’s ability to use its U.S.
federal and state net operating loss carryforwards and certain
other tax attributes may be limited; (41) Maxar’s operations are
subject to governmental law and regulations relating to
environmental matters, which may expose it to significant costs and
liabilities; and (42) the other risks listed from time to time in
Maxar’s filings with the SEC.
For additional information concerning factors that could cause
actual results and events to differ materially from those projected
herein, please refer to Maxar’s Annual Report on Form 10-K for the
year ended December 31, 2021 and to other documents filed by Maxar
with the SEC, including subsequent Current Reports on Form 8-K and
Quarterly Reports on Form 10-Q. Maxar is providing the information
in this communication as of this date and assumes no obligation to
update or revise the forward-looking statements in this
communication because of new information, future events, or
otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221216005078/en/
For Maxar: Investor Relations Jonny Bell (303) 684-5543
jonny.bell@maxar.com
Media Relations Fernando Vivanco (720) 877-5220
fernando.vivanco@maxar.com
OR
Scott Bisang / Eric Brielmann / Jack Kelleher Joele Frank,
Wilkinson Brimmer Katcher (212) 355-4449 dgi-jf@joelefrank.com
For Advent: Bryan Locke / Jeremy Pelofsky FGS Global (212)
687-8080 adventinternational-us@fgsglobal.com
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