Duyuru • Dec 31
FLYHT Aerospace Solutions Ltd. Ordinary Shares to Be Deleted from OTC Equity FLYHT Aerospace Solutions Ltd. Ordinary Shares will be deleted from OTC Equity effective December 31, 2024, due to Acquisition /Merger /Amalgamation. Duyuru • Dec 21
Firan Technology Group Corporation (TSX:FTG) completed the acquisition of FLYHT Aerospace Solutions Ltd. (TSXV:FLY) from group of shareholders. Firan Technology Group Corporation (TSX:FTG) entered into a definitive arrangement agreement to acquire FLYHT Aerospace Solutions Ltd. (TSXV:FLY) from group of shareholders for CAD 13.3 million on October 21, 2024. Under the terms of the Transaction, FLYHT shareholders may elect to receive in exchange for each FLYHT Share, (i) CAD 0.1103 in cash and 0.0333 of a common share of FTG (each whole such share, an “FTG Share”), (ii) CAD 0.3379 in cash or (iii) 0.0495 FTG Shares, subject to pro-ration (collectively, the “Consideration”). The Consideration will be subject to a total maximum cash consideration of CAD 4.3 million and a total maximum share consideration of 1.3 million FTG Shares. The Consideration implies a price of CAD 0.3379 per FLYHT Share. Upon the completion of the Transaction, FLYHT will become a wholly owned subsidiary of FTG. FLYHT will have to pay a termination fee of CAD 1.2 million in case it terminates the transaction.
The Transaction is structured as an arrangement under the CanadaBusiness Corporations Act and will require the approval of 66 2/3% of the votes cast by FLYHT shareholders at a special meeting to be held to approve the Transaction (the “Special Meeting”). The Transaction is subject to receipt of FLYHT shareholder and court approvals, any required regulatory approvals and consents, approval in respect of the listing of consideration shares on TSX, shareholders shall not have exercised Dissent Rights not more than 5% of the outstanding shares and customary closing conditions. The transaction has been unanimously approved by the Board of Directors of FLYHT based on the recommendation of the special committee and has been unanimously approved by the Board of Directors of Firan. Completion of the Transaction is not subject to any financing condition. The transaction is expected to close in the fourth quarter of 2024.
The Agreement includes customary provisions relating to deal-protection provisions, including a non-solicitation covenant on the part of FLYHT and a right for FTG to match any Superior Proposal (as defined in the Agreement). FLYHT has also agreed to pay a fee to FTG upon the termination of the Agreement in certain circumstances. Officers, directors and certain significant shareholders of FLYHT, holding in the aggregate FLYHT Shares representing in aggregate approximately 24% of the issued and outstanding FLYHT Shares, have entered into voting support agreements with FTG and have agreed to vote in favour of the Transaction at the Special Meeting. As on December 16, 2024, the transaction has been approved by the FLYHT shareholders and is expected to be completed on or about December 20, 2024.
Eric Moncik and Liam Churchill of Blake, Cassels & Graydon LLP acted as legal advisor to Firan. Chris Croteau of Tingle Merrett LLP acted as legal advisor to FLYHT. KSV Advisory Inc. acted as financial advisor and fairness opinion provider to the board of FLYHT. B. Riley Securities, Inc. acted as financial advisor to FLYHT.
Firan Technology Group Corporation (TSX:FTG) completed the acquisition of FLYHT Aerospace Solutions Ltd. (TSXV:FLY) from group of shareholders on December 20, 2024. As a result of the elections made by FLYHT shareholders, all holders of Common Shares who made an election will receive the following pro-ration: FLYHT shareholders who elected to receive the All-Cash Consideration will receive approximately CAD 0.3379 in cash and nil FTG Shares per Common Share; FLYHT shareholders who elected to receive the All-Share Consideration will receive approximately CAD 0.0588 in cash and 0.0409 FTG Shares per Common Share. The Common Shares of FLYHT are expected to be delisted from the TSX Venture Exchange on or about the close of trading on December 30, 2024. Duyuru • Oct 25
FLYHT Aerospace Solutions Ltd.'s Common Shares to Be Delisted from the TSX Venture Exchange Following Closing of the Transaction FLYHT Aerospace Solutions Ltd. announced that it has entered into a definitive arrangement agreement (the "Agreement") to be acquired by Firan Technology Group Corporation in a cash and share transaction valued at approximately CAD 13.2 million (the "Transaction"). The consideration is comprised of cash and common shares of FTG ("FTG Shares"). The arm's length Transaction is to be effected by way of a court-approved plan of arrangement (the "Arrangement"). Under the Arrangement, FLYHT shareholders may elect to receive, for each common share of FLYHT held (a "Common Share") (i) CAD 0.1103 in cash and 0.0333 FTG Shares, (ii) CAD 0.3379 in cash or (iii) 0.0495 FTG Shares, in each case subject to pro-ration (collectively, the "Consideration"). The Consideration will be subject to maximum aggregate cash consideration of CAD 4.3 million and 1,300,000 FTG Shares. Shareholders who do not make an election will be deemed to have elected to receive a combination of cash and FTG Shares for their Common Shares. The Consideration implies a price of CAD 0.3379 per Common Share, representing a 41% premium to the closing price of the Common Shares on the TSX Venture Exchange on October 21, 2024 and a 46% premium to the 10-day volume-weighted average price per Common Share for the period ended on October 21, 2024. The Transaction is subject to receipt of FLYHT shareholder and court approvals, any required regulatory approvals and consents, and customary closing conditions and is expected to close in the fourth quarter of 2024. Completion of the Transaction is not subject to any financing condition. Upon the completion of the Transaction, FLYHT will become a wholly owned subsidiary of FTG. It is expected that the Common Shares will be delisted from the TSX Venture Exchange following closing of the Transaction. Duyuru • Oct 22
Firan Technology Group Corporation (TSX:FTG) entered into a definitive arrangement agreement to acquire FLYHT Aerospace Solutions Ltd. (TSXV:FLY) for CAD 26.5 million. Firan Technology Group Corporation (TSX:FTG) entered into a definitive arrangement agreement to acquire FLYHT Aerospace Solutions Ltd. (TSXV:FLY) for CAD 26.5 million on October 21, 2024. Under the terms of the Transaction, FLYHT shareholders may elect to receive in exchange for each FLYHT Share, (i) CAD 0.1103 in cash and 0.0333 of a common share of FTG (each whole such share, an “FTG Share”), (ii) CAD 0.3379 in cash or (iii) 0.0495 FTG Shares, subject to pro-ration (collectively, the “Consideration”). The Consideration will be subject to a total maximum cash consideration of CAD 4.3 million and a total maximum share consideration of 1.3 million FTG Shares. The Consideration implies a price of CAD 0.3379 per FLYHT Share, representing a 41% premium to the closing price of the FLYHT Shares on the TSX Venture Exchange on October 21, 2024 and a 46% premium to the 10-day volume-weighted average price per Common Share for the period ended on October 21, 2024. Upon the completion of the Transaction, FLYHT will become a wholly owned subsidiary of FTG.
The Transaction is structured as an arrangement under the CanadaBusiness Corporations Act and will require the approval of 66 2/3% of the votes cast by FLYHT shareholders at a special meeting to be held to approve the Transaction (the “Special Meeting”). The Transaction is subject to receipt of FLYHT shareholder and court approvals, any required regulatory approvals and consents, and customary closing conditions and is expected to close by December 31, 2024. Completion of the Transaction is not subject to any financing condition. The Agreement includes customary provisions relating to deal-protection provisions, including a non-solicitation covenant on the part of FLYHT and a right for FTG to match any Superior Proposal (as defined in the Agreement). FLYHT has also agreed to pay a fee to FTG upon the termination of the Agreement in certain circumstances. Officers, directors and certain significant shareholders of FLYHT, holding in the aggregate FLYHT Shares representing in aggregate approximately 24% of the issued and outstanding FLYHT Shares, have entered into voting support agreements with FTG and have agreed to vote in favour of the Transaction at the Special Meeting. Duyuru • Jun 25
FLYHT Aerospace Solutions Ltd. Appoints Lorne Sugarman to Board of Directors FLYHT Aerospace Solutions Ltd. announced that Lorne Sugarman has been elected to its Board of Directors. Mr. Sugarman brings a wealth of experience with technology companies as a C-level operating executive, investment banking professional, and principal investor, which adds further depth and expertise to the Company as it enters the next phase of growth. Mr. Sugarman has 30 years of experience as a tech entrepreneur, financial executive, board member, and advisor at leading Canadian technology companies. He is currently the founder and president of Adielle Group. He is a board member and CEO of EVP Capital Inc. and Iocaste Ventures Inc., both capital pool companies. Sugarman continues to serve as a board member of Tokens.com, an emerging robotics and AI business, where he was previously the president. FLYHT also announces that Michael Brown decided to retire and so did not put forward his name for re-election at the Company's AGM on June 19, 2024. Mike has steadfastly provided his experience and unwavering commitment to FLYHT over many years, and are deeply grateful for the guidance he has provided organization during his time on the board. Mike was one of longest serving board members having joined FLYHT in March of 2003. During his time on the board FLYHT progressed from a small company with big ideas to an organization that supplies the aviation industry with critical, real-time satellite communications and airline operational expertise. FLYHT's recent success of completing the AFIRS Edge 5G product line represents a milestone worthy of his dedication to organization and the airlines serve. The Company wishes him well in his future endeavours. Duyuru • Jun 13
FLYHT Aerospace Solutions Ltd. Receives STC Certification for the AFIRS Edge on Boeing 737 NG Aircraft FLYHT Aerospace Solutions Ltd. announced that Transport Canada has issued FLYHT a Supplemental Type Certificate ("STC") for the flange version of the AFIRS Edge, the Company's 5G wireless data communication device, for Boeing 737 NG aircraft. The achievement of this STC enables FLYHT to ship the Edge units to Canadian Boeing 737 NG customers while at the same time familiarizing the Canadian STC into other jurisdictions to enable worldwide distribution. Per the agreement signed in October 2023, Air North has agreed to purchase FLYHT's innovative hardware and software services as part of the Yukon airline's fleet renewal plans. Specifically, FLYHT's AFIRS 228 Iridium SatCom and AFIRS Edge solutions will be installed on Air North's Boeing 737 NG aircraft as it renews its Boeing 737 Classic fleet. The AFIRS Edge is an aircraft interface device (AID), connecting aircraft data with electronic flight bag (EFB) applications and provides airlines with Wireless Quick Access (WQAR) capabilities, all while serving as a gateway on the aircraft for critical real-time information and onboard data storage. The Edge also serves as a data port for FLYHT's actionable intelligence services, such as fuel management, aircraft health monitoring, real-time engine data reporting and airport gate performance monitoring. Further, when coupled with a real-time IP satellite connection, the Edge enables weather data customers to work with airlines to implement FLYHT's weather solutions for enabling enhanced weather forecasting capabilities, providing more accurate and timely warnings of extreme weather, and in the detection and avoidance of contrail generation. Duyuru • Mar 08
FLYHT Aerospace Solutions Ltd., Annual General Meeting, May 09, 2024 FLYHT Aerospace Solutions Ltd., Annual General Meeting, May 09, 2024. Duyuru • Feb 16
FLYHT Aerospace Solutions Ltd. Receives STC Certification for the Afirs Edge(Tm) on Airbus A320 Aircraft FLYHT Aerospace Solutions Ltd. announced that Transport Canada has issued FLYHT a Supplemental Type Certificate ("STC") for the flange version of the AFIRS EdgeTM, the Company's 5G wireless data communication device, for Airbus A320 aircraft. The achievement of this STC enables FLYHT to ship the Edge units to Canadian A320 customers while at the same time familiarizing the Canadian STC into other jurisdictions to enable worldwide distribution. The AFIRS Edge is an aircraft interface device (AID), connecting aircraft data with electronic flight bag (EFB) applications and providing airlines with Wireless Quick Access (WQAR) capabilities, all while serving as a gateway on the aircraft for critical real-time information and onboard data storage. The Edge also serves as a data port for FLYHT's actionable intelligence services, such as fuel management, aircraft health monitoring, real-time engine data reporting and airport gate performance monitoring. Further, when coupled with a real-time IP satellite connection, the Edge enables weather data customers to work with airlines to implement FLYHT's weather solutions for enabling enhanced weather forecasting capabilities, providing more accurate and timely warnings of extreme weather, and in the detection and avoidance of contrail generation. Duyuru • Nov 21
FLYHT Aerospace Solutions Ltd. Appoints Mary I. McMillan as Executive Chair FLYHT Aerospace Solutions Ltd. announced that its Board of Directors has named Captain Mary I. McMillan to the new position of Executive Chair, effective immediately. McMillan, who joined the FLYHT board as an independent director in 2019 and was elevated to Non-Executive Chair in April 2023, will support President and Interim CEO Kent Jacobs on the planning and implementation of FLYHT's strategy. Captain McMillan is a highly respected subject matter expert in areas of aviation operations, safety and environmental issues, as well as a commercial pilot with more than 12,000 hours flight time. She is the President of Cashel Aviation. She retired as the Vice President of Aviation Safety and Operational Services for Inmarsat Plc in 2018 following the successful launch of the division within the Inmarsat Aviation Business Unit. Prior to joining Inmarsat, she led the aviation safety and environmental divisions for Washington D.C. based TetraTechAMT and CSSI Inc., respectively. She served as the independent safety advisor to the Airservices Australia Board of Directors in Canberra, Australia. Earlier in her career, Captain McMillan held several operational and managerial roles with United Airlines including pilot, standards captain, Director of Flight Safety (A) and Flight Operations Duty Manager. Captain McMillan began flying in 1982, holds an Airline Transport Pilot's license and is type rated on multiple aircraft including the DC-10, B747, B737, B757/B767 and Airbus 319/320. Duyuru • Jul 28
FLYHT Aerospace Solutions Ltd. Receives STC Certification for Specialized Version of AFIRS(TM) 228 on A319, A320 and A321 Aircraft FLYHT Aerospace Solutions Ltd. announced receipt of a Supplemental Type Certificate ("STC") revision from the U.S. Federal Aviation Administration ("FAA") to install the TSO approved AFIRS™? 228S satcom solution on Airbus A319, A320 and A321 aircraft. This STC allows FLYHT to fulfill its agreement with an existing customer in furtherance of a press release dated December 7, 2021. The TSO unit configuration of AFIRS 228S is a specialized version of the Iridium satcom solution which provides aircraft with reliable safety voice and data communication between the flight deck and air traffic control. Benefits offered include more efficient route structure, reduced flight times, reduced fuel burns, and enhanced communications between air traffic control and the aircraft. Duyuru • May 13
FLYHT Aerospace Solutions Ltd. Announces Board Appointments FLYHT Aerospace Solutions Ltd. announced that the Board of Directors has named Nancy N. Young and Pete Large to the Company's Board of Directors. Ms. Young and Dr. Large will serve as independent directors. Ms. Young currently is a globally recognized sustainability and environmental attorney and consultant with over 25 years of experience in climate change, aviation environmental matters, environmental social governance, and sustainable aviation fuels. As the Chief Sustainability Officer at Alder Fuels from April 2022 through January 2023, she established the start-up biocrude company's environmental and sustainability legal, policy, and regulatory programs. Immediately prior to joining Alder, Ms. Young served for 14 years as the VP of Environmental Affairs at Airlines for America (A4A). From 2015 through 2016, she served on the UN Secretary-General's High-Level Advisory Group for Sustainable Transport. Prior to joining A4A, Ms. Young was a Director/Partner at the law firm of Beveridge Diamond, PC. Dr. Large is a senior technology executive with years of experience spanning transportation, aviation, space, civil infrastructure and construction, including specific expertise in transforming how work is done through data-driven digital technologies that provide better business insights, decision making, efficiency, safety, first-time quality and sustainability. He currently serves as Senior Vice President at global industrial technology company Trimble Inc. He previously held positions as a Research Solutions Strategist within Boeing's Digital Solutions and Analytics Business and as a Director at Inmarsat in the Aviation Safety Operational Services business. He holds an Ed.D with the Aviation and Space specialization from Oklahoma State University, an M.S. in Management from the Stanford University Graduate School of Business, and a BSc(Hons) from the University of Newcastle Upon Tyne.