공시 • Jul 02
MDA Space Ltd. (TSX:MDA) completed the acquisition of Satixfy Communications Ltd. (NYSEAM:SATX) from Certain of SatixFy’s directors, officers, and other shareholders.
MDA Space Ltd. (TSX:MDA) entered into a definitive agreement to acquire Satixfy Communications Ltd. (NYSEAM:SATX) from Certain of SatixFy’s directors, officers, and other shareholders for approximately $260 million on April 1, 2025. MDA Space will acquire all outstanding shares of SatixFy in an all-cash transaction for $2.10 per share. As part of the transaction, MDA Space also intends to retire SatixFy’s existing debt of approximately $76 million immediately upon closing, which represents a total cash consideration of approximately $270 million for the transaction. The Transaction Agreement includes a 45-day go-shop period extending until May 16, 2025 (the“Go-Shop Period”), during which time SatixFy, with the assistance of its financial adviser, will, subject to the requirements and limitations set forth in the Transaction Agreement, including matching rights of MDA Space, be permitted to actively solicit, evaluate and enter into negotiations with third parties that express an interest in acquiring SatixFy with a view to obtaining a potential Superior Proposal (as defined in the Transaction Agreement). The Transaction Agreement includes customary break-fees in certain circumstances. The transaction has funded from Cash-on-hand and Debt (revolving credit facility). The transaction is expected to be accretive to MDA Space adjusted earnings in 2027 which will represent the second full year of MDA Space ownership. Pro-forma leverage of ~1.2x Net Debt / LTM Adjusted EBITDA. The transaction is also expected to realize cost savings within 12 months of closing, primarily as a result of the vertical integration of space chips and the elimination of public company costs. The Merger Agreement also provides MDA Space with certain matching rights in respect of certain alternative potential Acquisition Proposals. If SatixFy receive a definitive agreement with respect to a Superior Proposal during the Go-Shop Period and immediately after the respective Matching Period enters into such definitive agreement, we will be required to pay to MDA Space a termination fee of $5 million. The transaction has been unanimously approved by the Boards of Directors of MDA Space and SatixFy, as well as a Special Committee and the Audit Committee of SatixFy. Certain of SatixFy’s directors, officers and significant shareholders, holding an aggregate of approximately 57% of the outstanding ordinary shares of SatixFy, have entered into voting support agreements in favour of the transaction. As of May 20, 2025, In response to the Go-Shop Proposal and subsequent discussions with MDA, SatixFy and MDA reached an agreement to amend the Merger Agreement to provide for a significant increase in the merger consideration to an all-cash transaction for $3.00 (without interest) per ordinary share, which implies an aggregate equity value of approximately $280 million. The increase in the merger consideration is based upon the commitment by the Company not to consider any other acquisition proposals for SatixFy and for SatixFy's Board of Directors (the "Board") not to change its recommendation supporting the Merger Agreement, as amended. The Board unanimously reiterates its recommendation that SatixFy shareholders vote for the revised transaction at the Meeting, Shareholders holding approximately 57% of SatixFy outstanding shares have entered into voting support agreements pursuant to which they have committed to vote in favor of the transaction. on May 23, 2025, shareholders of the majority of outstanding ordinary shares of SatixFy voted to approve the Agreement and Plan of Merger. Over 99% of the SatixFy outstanding ordinary shares that were voted at the Meeting in person or by proxy were voted in favour of the adoption of the Merger Agreement and the Merger.
The transaction is subject to, among other things, regulatory approvals and requires the affirmative vote of the holders of the outstanding SatixFy Shares, in accordance with the applicable voting requirements under the Israeli Companies Law at a shareholders’ meeting of SatixFy expected to be held in the second quarter of 2025, as well as other customary closing conditions. Approval of the shareholders of MDA Space is not required. The transaction is expected to close in the third quarter of 2025.
Citigroup Inc. (NYSE:C) acted as financial advisor and Walied Soliman, KC, Bruce Sheiner, Sam Zadeh, Jeffrey Kang, Brian P. Fenske of Norton Rose Fulbright LLP acted as legal advisor to MDA Space Ltd. TD Securities (USA) LLC acted as financial advisor, Goldfarb Seligman & Co. and Sullivan & Worcester LLP acted as legal advisor to Satixfy Communications. Jonathan Morris, David Dennison, Mark Richards of Bryan Cave Leighton Paisner LLP acted as legal advisor to SatixFy Communications Ltd. on the English law aspects.
MDA Space Ltd. (TSX:MDA) completed the acquisition of Satixfy Communications Ltd. (NYSEAM:SATX) from Certain of SatixFy’s directors, officers, and other shareholders on July 2, 2025. SatixFy’s operations and full technology portfolio will be integrated into the Satellite Systems business area of MDA Space.