Acquisition by Advent International Remains on
Track to Close in Mid-2023
Maxar Technologies (NYSE:MAXR) (TSX:MAXR) (“Maxar” or the
“Company”), provider of comprehensive space solutions and secure,
precise, geospatial intelligence, today announced the expiration of
the 60-day “go-shop” period pursuant to the terms of the previously
announced definitive merger agreement to be acquired by Advent
International (“Advent”), one of the largest and most experienced
global private equity investors. As previously announced and under
the definitive terms of the merger agreement, Advent has agreed to
acquire all outstanding shares of Maxar common stock for $53.00 per
share in cash. The “go-shop” period expired at 11:59pm ET on
February 14, 2023.
During the “go-shop” period, at the direction of the Maxar Board
of Directors, Maxar and representatives of J.P. Morgan Securities
LLC, financial advisor to Maxar, engaged with or actively solicited
alternative acquisition proposals from 36 potentially interested
third parties with respect to a possible alternative transaction to
the merger. Maxar did not receive any competing acquisition
proposals during the “go-shop” period.
Upon expiration of the “go-shop” period, pursuant to the
definitive merger agreement with Advent, Maxar became subject to
customary “no-shop” provisions that limit Maxar and its
representatives’ ability to solicit alternative acquisition
proposals from third parties or to provide confidential information
to third parties, subject to customary “fiduciary out”
provisions.
The transaction remains subject to the satisfaction of customary
closing conditions, including approval by Maxar stockholders and
receipt of regulatory approvals. The transaction received U.S.
antitrust clearance pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 at the end of January and remains on track
to close in mid-2023. Upon completion of the transaction, Maxar’s
common stock will no longer be publicly listed, and Maxar will
become a privately held company.
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 405 private equity
investments across 42 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
Additional Information and Where to Find It
This communication relates to the proposed transaction involving
Maxar. In connection with the proposed transaction, Maxar has filed
a preliminary proxy statement on Schedule 14A on January 31, 2023
with the U.S. Securities and Exchange Commission (the “SEC”).
Promptly after filing its definitive proxy statement with the SEC,
Maxar intends to mail the definitive proxy statement (the “Proxy
Statement”) and a proxy card to each stockholder entitled to vote
at the special meeting relating to the proposed transaction. 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.
Investors should read the Proxy Statement carefully when it becomes
available before making any voting or investment decisions. 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/20230215005228/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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