Latest news with #MergerAgreement
Business Wire
6 days ago
- Business
- Business Wire
SatixFy Shareholders Overwhelmingly Approve Proposed Acquisition by MDA Space
REHOVOT, Israel--(BUSINESS WIRE)-- SatixFy Communications Ltd. ('SatixFy' or the 'Company') (NYSE American: SATX), today announced that at a special meeting of shareholders (the"Meeting ') on May 23, 2025, holders of the majority of outstanding ordinary shares of SatixFy voted to approve the Agreement and Plan of Merger (the ' Merger Agreement ') with MDA Space Ltd. (' MDA Space '), as amended and announced on May 20, 2025, pursuant to which MDA Space agreed to acquire SatixFy in an all-cash transaction (the " Merger"). Over 99% of the Company's outstanding ordinary shares that were voted at the Meeting in person or by proxy were voted in favor of the adoption of the Merger Agreement and the Merger. "We are pleased that an overwhelming majority of SatixFy shareholders support our merger with MDA Space," said Nir Barkan, Chief Executive Officer of SatixFy. "This significant milestone in the process is confirmation of the shareholder value created by this strategic transaction, and of the strong strategic fit of SatixFy within MDA Space as the market continues to transition from analog to digital technologies.' Forward-Looking Statements This news release contains forward‐looking information within the meaning of applicable securities legislation, which reflects SatixFy's current expectations regarding future events. Forward-looking statements in this news release include, but are not limited to, statements with respect to: the anticipated timing of completion of the Merger and closing; and statements made by the Chief Executive Officer of SatixFy. In particular, there can be no assurance that the Merger between MDA Space and SatixFy will be completed on the terms of the Merger Agreement, if at all. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the control of SatixFy, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information, including: approvals required in connection with the Merger; the satisfaction or waiver of the closing conditions of the Merger (if at all); adverse changes in applicable laws or regulations; results of operations and performance. While SatixFy considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Additional risks and uncertainties applicable include, but are not limited to, the factors discussed under 'Risk Factors' in SatixFy's Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 1, 2025, as amended, and other documents filed with or furnished to the SEC which are available on the SEC's website, SatixFy does not undertake any obligation to update such forward–looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. About SatixFy SatixFy develops chips and systems that serve the full satellite communication value chain from gateways through payload subsystems and terminals. Our cutting-edge space grade chipset supports next-generation satellite communications systems, including satellite multi-beam digital space antennas, space processors flat panel user terminals and modems, based on powerful in-house designed chipsets. SatixFy's products include modems that feature Software Defined Radio (SDR) and Fully Electronically Steered Multi Beam Antennas (ESMA) that support the advanced communications standard DVB-S2X and RCS2. SatixFy's innovative ASICs improve the overall performance of satellite communications systems, reduce the weight and power requirements of terminals and payloads, and save real estate for gateway equipment. SatixFy's advanced VSATs and multi-beam fully electronically steered antenna arrays are optimized for a variety of mobile applications and services, prepared for multi-orbits LEO, MEO and GEO satellite communications systems, for aero/in-flight connectivity systems, communications-on-the-move applications and more. For more information, please visit About MDA Space Building the space between proven and possible, MDA Space (TSX:MDA) is a trusted mission partner to the global space industry. A robotics, satellite systems and geointelligence pioneer with a 55-year+ story of world firsts and more than 450 missions, MDA Space is a global leader in communications satellites, Earth and space observation, and space exploration and infrastructure. The MDA Space team of more than 3,400 space experts in Canada, the US and the UK has the knowledge and know-how to turn an audacious customer vision into an achievable mission – bringing to bear a one-of-a-kind mix of experience, engineering excellence and wide-eyed wonder that's been in our DNA since day one. For those who dream big and push boundaries on the ground and in the stars to change the world for the better, MDA Space will take you there. For more information, visit SAT-COM
Yahoo
7 days ago
- Business
- Yahoo
Herc Holdings Extends Tender Offer to Acquire H&E Equipment Services
BONITA SPRINGS, Fla., May 23, 2025--(BUSINESS WIRE)--Herc Holdings Inc. (NYSE: HRI) ("Herc" or "the Company") announced today that it has extended its previously announced tender offer (the "Offer") to acquire all of the outstanding shares of H&E Equipment Services, Inc. (NASDAQ: HEES) ("H&E") common stock for $78.75 in cash and 0.1287 shares of Herc common stock for each H&E share, in each case without interest, pursuant to the terms of the previously announced merger agreement, dated February 19, 2025, between Herc, HR Merger Sub, Inc. and H&E (the "Merger Agreement"). The Offer, which was previously scheduled to expire at one minute past 11:59 p.m. Eastern Time, on May 22, 2025, has been extended until one minute past 11:59 p.m. Eastern Time, on May 29, 2025, unless further extended in accordance with the terms of the Merger Agreement. The Offer was extended to allow additional time for the satisfaction of the remaining conditions of the tender offer. The Offer remains subject to the conditions to the completion of the Offer, as set forth in the Prospectus/Offer to Exchange, dated March 19, 2025 (as subsequently amended), the related Letter of Transmittal and certain other Offer documents, copies of which are attached to the Tender Offer Statement on Schedule TO filed by the Company and H&E with the U.S. Securities and Exchange Commission (the "SEC") on March 19, 2025 (as subsequently amended). Computershare Trust Company, N.A., the depository and paying agent for the Offer, has advised the Company that as of close of business on May 22, 2025, 24,827,794 H&E shares have been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 67.72% of the outstanding H&E shares, and an additional 859,309 H&E shares were tendered pursuant to guaranteed delivery procedures, representing an additional approximate 2.34% of the outstanding H&E shares. About Herc Holdings Inc. Founded in 1965, Herc Holdings Inc., which operates through its Herc Rentals Inc. subsidiary, is a full-line rental supplier with 453 locations across North America, and 2024 total revenues of approximately $3.6 billion. We offer products and services aimed at helping customers work more efficiently, effectively, and safely. Our classic fleet includes aerial, earthmoving, material handling, trucks and trailers, air compressors, compaction, and lighting equipment. Our ProSolutions® offering includes industry-specific, solutions-based services in tandem with power generation, climate control, remediation and restoration, pumps, and trench shoring equipment as well as our ProContractor professional grade tools. We employ approximately 7,600 employees, who equip our customers and communities to build a brighter future. Learn more at and follow us on Instagram, Facebook and LinkedIn. Cautionary Note Regarding Forward Looking Statements This communication includes "forward-looking statements," within the meaning of Section 21E of the Securities Exchange Act, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements related to the Company, H&E and the proposed acquisition of H&E by the Company that involve substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this communication include, among other things, statements about the potential benefits of the proposed transaction, the Company's plans, objectives, expectations and intentions, the financial condition, results of operations and business of each of the Company and H&E, expected valuation and re-rating opportunities for the combined company, and the anticipated timing of closing of the proposed transaction. Forward-looking statements are generally identified by the words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "forecasts," "looks," and future or conditional verbs, such as "will," "should," "could" or "may," as well as variations of such words or similar expressions. All forward-looking statements are based upon our current expectations and various assumptions and apply only as of the date of this communication. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that our expectations, beliefs and projections will be achieved or that the completion and anticipated benefits of the proposed transaction can be guaranteed, and actual results may differ materially from those projected. You should not place undue reliance on forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from those suggested by our forward-looking statements, including, but not limited to, (i) the possibility that the sufficient number of H&E's shares are not validly tendered into the tender offer to meet the minimum condition; (ii) the Company's ability to implement its plans, forecasts and other expectations with respect to H&E's business after the completion of the proposed transaction and realized expected synergies; (iii) the ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; (iv) the length of time necessary to consummate the proposed transaction may be longer than anticipated; (v) problems may arise in successfully integrating the businesses of the Company and H&E, including, without limitation, problems associated with the potential loss of any key employees, customers, suppliers and other counterparties of H&E (vi) the proposed transaction may involve unexpected costs, including, without limitation, the exposure to any unrecorded liabilities or unidentified issues during the due diligence investigation of H&E or that are not covered by insurance, as well as potential unfavorable accounting treatment and unexpected increases in taxes; (vii) the Company's business may suffer as a result of uncertainty surrounding the proposed transaction, any adverse effects on our ability to maintain relationships with customers, employees and suppliers; (viii) the occurrence of any event, change to other circumstances that could give rise to the termination of the merger agreement, the failure of the closing conditions included in the merger agreement to be satisfied, or any other failure to consummate the proposed transaction; (ix) any negative effects of the announcement of the proposed transaction of the financing thereof on the market price of the Company common stock or other securities; (x) the industry may be subject to future risks including those set forth in the "Risk Factors" section in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and in the other filings with the SEC by each of the Company and H&E and (xi) Herc may not achieve its valuation or re-rating opportunities. The foregoing list of factors is not exhaustive. Investors should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of the Company and H&E, including those described in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and in the other filings with the SEC by each of the Company and H&E. All forward-looking statements are expressly qualified in their entirety by such cautionary statements. We undertake no obligation to update or revise forward-looking statements that have been made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. Additional Information and Where to Find It The Company commenced the exchange offer on March 19, 2025. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for any offer materials that the Company and its acquisition subsidiary, HR Merger Sub Inc. ("Merger Sub"), has filed or will file with the U.S. Securities and Exchange Commission (the "SEC"). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The solicitation and offer to buy H&E shares will only be made pursuant to the Offer to Exchange and related exchange offer materials that the Company has filed with the SEC. At the time the exchange offer was commenced, the Company and Merger Sub filed a tender offer statement on Schedule TO (as subsequently amended), the Company filed a registration statement on Form S-4 (as subsequently amended), and H&E filed a Solicitation/Recommendation Statement on Schedule 14D-9 (as subsequently amended) with the SEC with respect to the exchange offer. H&E'S SHAREHOLDERS AND OTHER INVESTORS ARE URGED TO READ CAREFULLY THE EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER MATERIALS), THE REGISTRATION STATEMENT ON FORM S-4, AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF H&E SHARES AND OTHER INVESTORS SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE EXCHANGE OFFER. The Offer to Exchange, the related Letter of Transmittal, certain other exchange offer documents, as well as the registration statement on Form S-4 and the Solicitation/Recommendation Statement on Schedule 14D-9, have been or will be made available to H&E shareholders at no expense to them and are also made available for free at the SEC's web site at Additional copies may be obtained for free by contacting either the Company or H&E. Copies of the documents filed with the SEC by H&E will be available free of charge on H&E's website at Copies of the documents filed with the SEC by the Company will also be available free of charge on the Company's website at In addition to the tender offer materials, the Company and H&E file annual, quarterly and current reports, proxy statements and other information with the SEC, which are available to the public at the SEC's web site ( View source version on Contacts Leslie HunzikerSenior Vice PresidentInvestor Relations, Communications & 239-301-1675 Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
20-05-2025
- Business
- Yahoo
MDA Space and SatixFy Announce Amended Merger Agreement for Increased Consideration and Postponement of Shareholder Meeting
BRAMPTON, ON, May 20, 2025 /CNW/ - MDA Space Ltd. (TSX: MDA), a trusted mission partner to the rapidly expanding global space industry, and SatixFy Communications Ltd. (NYSE American: SATX), a leader in next-generation satellite communication systems based on in-house-developed chipsets, today announced that they have agreed to amend the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated April 1, 2025 among SatixFy Communications Ltd. ("SatixFy") , MDA Space Ltd. ("MDA") and certain subsidiaries, pursuant to which MDA agreed to acquire SatixFy in an all-cash transaction for US$2.10 (without interest) per ordinary share, which implied an aggregate equity value for the Company of approximately US$193 million. The amendment follows a go-shop process, conducted by SatixFy with the assistance of its financial advisor TD Securities (USA) LLC, in which approximately 75 third parties were contacted to determine whether they had an interest in making an Acquisition Proposal (as such term is defined in the Merger Agreement). The "go-shop" period under the Merger Agreement expired at 11:59 p.m. ET on May 16, 2025. As a result of this process, SatixFy received during the "go-shop" period an Acquisition Proposal from a third-party (the "Go-Shop Party" and the "Go-Shop Proposal", respectively) to acquire all of the outstanding shares of SatixFy in an all-stock transaction, consisting of a number of the Go-Shop Party's shares that would imply aggregate equity consideration of approximately US$233.5 million, or approximately US$2.53 per ordinary share. Furthermore, the exchange ratio, on the basis of which the consideration pursuant to the Go-Shop Proposal would be calculated, featured a collar such that the ratio between the SatixFy shares and the Go-Shop Party stock consideration would remain fixed despite any increase in the Go-Shop Party's trading price to enable the holders of SatixFy's ordinary shares to participate in up to a 10% increase, and would be adjusted in the event of any decrease in the Go-Shop Party's trading price to enable the holders to receive the same aggregate value of US$233.5 million despite up to a 20% decrease. MDA disputed the validity of SatixFy's notice of the Acquisition Proposal. 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 US$3.00 (without interest) per ordinary share, which implies an aggregate equity value for the Company of approximately US$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 determined that the increased price per share is the best value for the shareholders of Satixfy, after taking into account various considerations including time to close and risks of delays, risks to closing, financial situation of the company, benefits of an all-cash transaction and others (the "Board Determination"). The Board unanimously reiterates its recommendation that SatixFy shareholders vote FOR the revised transaction at the Meeting (as defined below). 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. In connection with the Board Determination, the Board also resolved that the upcoming Special General Meeting of Shareholders to approve the Merger Agreement and related transactions which was scheduled for May 20, 2025 will be postponed to 4:00 p.m. Israel time on May 23, 2025 to allow sufficient time under applicable laws, rules and regulations for the announcement and distribution of the disclosures set forth herein. There is currently no change to the location, the record date, the purpose or any of the proposals to be acted upon at the Special General Meeting of Shareholders, except as set forth in this press release. Forward-Looking Statements This news release contains forward‐looking information within the meaning of applicable securities legislation, which reflects MDA Space's and SatixFy's current expectations regarding future events. Forward-looking statements in this news release include, but are not limited to, statements with respect to: the consideration to be received by SatixFy's shareholders; the go-shop process during the Go-Shop Period (as defined in the Merger Agreement); compliance by MDA Space and SatixFy with various covenants contained in the Merger Agreement; the receipt of regulatory approvals and the satisfaction of the closing conditions of the transaction; and the anticipated timing for SatixFy's shareholders' meeting and completion of the transaction. In particular, there can be no assurance that the Transaction will be completed on the terms described herein, if at all. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the control of MDA Space and SatixFy, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information, including: approvals required in connection with the transaction; compliance with the voting support agreements; the satisfaction or waiver of the closing conditions of the transaction (if at all); adverse changes in applicable laws or regulations; delay or inability of MDA Space to pay the consideration contemplated by the Merger Agreement; expected growth; results of operations; performance; industry trends and growth opportunities. While MDA Space and SatixFy consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Additional risks and uncertainties applicable to MDA Space include, but are not limited to, the factors discussed under "Risk Factors" in the MDA Space Annual Information Form (AIF) dated March 7, 2025 and available on SEDAR+ at Additional risks and uncertainties applicable to SatixFy include, but are not limited to, the factors discussed under "Risk Factors" in SatixFy's Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 1, 2025, as amended, and other documents filed with or furnished to the SEC which are available on the SEC's website, Neither MDA Space nor SatixFy undertakes any obligation to update such forward‐looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. In connection with this transaction, SatixFy has submitted a proxy statement and form of proxy card to the SEC. Investors are urged to read these materials carefully because they contain important information about SatixFy and this transaction subject to the amendments contemplated referenced herein. The proxy statement, proxy card and certain other relevant materials and any other documents submitted by SatixFy to SEC may be obtained free of charge at the SEC's website at Investors are urged to read the proxy statement and the other relevant materials carefully before making any voting or investment decision with respect to this transaction. ABOUT MDA SPACE Building the space between proven and possible, MDA Space (TSX:MDA) is a trusted mission partner to the global space industry. A robotics, satellite systems and geointelligence pioneer with a 55-year+ story of world firsts and more than 450 missions, MDA Space is a global leader in communications satellites, Earth and space observation, and space exploration and infrastructure. The MDA Space team of more than 3,400 space experts in Canada, the US and the UK has the knowledge and know-how to turn an audacious customer vision into an achievable mission – bringing to bear a one-of-a-kind mix of experience, engineering excellence and wide-eyed wonder that's been in our DNA since day one. For those who dream big and push boundaries on the ground and in the stars to change the world for the better, we'll take you there. For more information, visit ABOUT SATIXFY SatixFy develops chips and systems that serve the full satellite communication value chain from gateways through payload subsystems and terminals. Our cutting-edge space grade chipset supports next-generation satellite communications systems, including satellite multi-beam digital space antennas, space processors flat panel user terminals and modems, based on powerful in-house designed chipsets. SatixFy's products include modems that feature Software Defined Radio (SDR) and Fully Electronically Steered Multi Beam Antennas (ESMA) that support the advanced communications standard DVB-S2X and RCS2. SatixFy's innovative ASICs improve the overall performance of satellite communications systems, reduce the weight and power requirements of terminals and payloads, and save real estate for gateway equipment. SatixFy's advanced VSATs and multi-beam fully electronically steered antenna arrays are optimized for a variety of mobile applications and services, prepared for multi-orbits LEO, MEO and GEO satellite communications systems, for aero/in-flight connectivity systems, communications-on-the-move applications and more. For more information, please visit SOCIAL MEDIALinkedIn: Facebook: View original content to download multimedia: SOURCE MDA Space View original content to download multimedia:
Malaysian Reserve
20-05-2025
- Business
- Malaysian Reserve
MDA Space and SatixFy Announce Amended Merger Agreement for Increased Consideration and Postponement of Shareholder Meeting
BRAMPTON, ON, May 20, 2025 /CNW/ – MDA Space Ltd. (TSX: MDA), a trusted mission partner to the rapidly expanding global space industry, and SatixFy Communications Ltd. (NYSE American: SATX), a leader in next-generation satellite communication systems based on in-house-developed chipsets, today announced that they have agreed to amend the terms of the Agreement and Plan of Merger (the 'Merger Agreement'), dated April 1, 2025 among SatixFy Communications Ltd. ('SatixFy') , MDA Space Ltd. ('MDA') and certain subsidiaries, pursuant to which MDA agreed to acquire SatixFy in an all-cash transaction for US$2.10 (without interest) per ordinary share, which implied an aggregate equity value for the Company of approximately US$193 million. The amendment follows a go-shop process, conducted by SatixFy with the assistance of its financial advisor TD Securities (USA) LLC, in which approximately 75 third parties were contacted to determine whether they had an interest in making an Acquisition Proposal (as such term is defined in the Merger Agreement). The 'go-shop' period under the Merger Agreement expired at 11:59 p.m. ET on May 16, 2025. As a result of this process, SatixFy received during the 'go-shop' period an Acquisition Proposal from a third-party (the 'Go-Shop Party' and the 'Go-Shop Proposal', respectively) to acquire all of the outstanding shares of SatixFy in an all-stock transaction, consisting of a number of the Go-Shop Party's shares that would imply aggregate equity consideration of approximately US$233.5 million, or approximately US$2.53 per ordinary share. Furthermore, the exchange ratio, on the basis of which the consideration pursuant to the Go-Shop Proposal would be calculated, featured a collar such that the ratio between the SatixFy shares and the Go-Shop Party stock consideration would remain fixed despite any increase in the Go-Shop Party's trading price to enable the holders of SatixFy's ordinary shares to participate in up to a 10% increase, and would be adjusted in the event of any decrease in the Go-Shop Party's trading price to enable the holders to receive the same aggregate value of US$233.5 million despite up to a 20% decrease. MDA disputed the validity of SatixFy's notice of the Acquisition Proposal. 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 US$3.00 (without interest) per ordinary share, which implies an aggregate equity value for the Company of approximately US$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 determined that the increased price per share is the best value for the shareholders of Satixfy, after taking into account various considerations including time to close and risks of delays, risks to closing, financial situation of the company, benefits of an all-cash transaction and others (the 'Board Determination'). The Board unanimously reiterates its recommendation that SatixFy shareholders vote FOR the revised transaction at the Meeting (as defined below). 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. In connection with the Board Determination, the Board also resolved that the upcoming Special General Meeting of Shareholders to approve the Merger Agreement and related transactions which was scheduled for May 20, 2025 will be postponed to 4:00 p.m. Israel time on May 23, 2025 to allow sufficient time under applicable laws, rules and regulations for the announcement and distribution of the disclosures set forth herein. There is currently no change to the location, the record date, the purpose or any of the proposals to be acted upon at the Special General Meeting of Shareholders, except as set forth in this press release. Forward-Looking Statements This news release contains forward‐looking information within the meaning of applicable securities legislation, which reflects MDA Space's and SatixFy's current expectations regarding future events. Forward-looking statements in this news release include, but are not limited to, statements with respect to: the consideration to be received by SatixFy's shareholders; the go-shop process during the Go-Shop Period (as defined in the Merger Agreement); compliance by MDA Space and SatixFy with various covenants contained in the Merger Agreement; the receipt of regulatory approvals and the satisfaction of the closing conditions of the transaction; and the anticipated timing for SatixFy's shareholders' meeting and completion of the transaction. In particular, there can be no assurance that the Transaction will be completed on the terms described herein, if at all. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the control of MDA Space and SatixFy, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information, including: approvals required in connection with the transaction; compliance with the voting support agreements; the satisfaction or waiver of the closing conditions of the transaction (if at all); adverse changes in applicable laws or regulations; delay or inability of MDA Space to pay the consideration contemplated by the Merger Agreement; expected growth; results of operations; performance; industry trends and growth opportunities. While MDA Space and SatixFy consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Additional risks and uncertainties applicable to MDA Space include, but are not limited to, the factors discussed under 'Risk Factors' in the MDA Space Annual Information Form (AIF) dated March 7, 2025 and available on SEDAR+ at Additional risks and uncertainties applicable to SatixFy include, but are not limited to, the factors discussed under 'Risk Factors' in SatixFy's Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 1, 2025, as amended, and other documents filed with or furnished to the SEC which are available on the SEC's website, Neither MDA Space nor SatixFy undertakes any obligation to update such forward‐looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. In connection with this transaction, SatixFy has submitted a proxy statement and form of proxy card to the SEC. Investors are urged to read these materials carefully because they contain important information about SatixFy and this transaction subject to the amendments contemplated referenced herein. The proxy statement, proxy card and certain other relevant materials and any other documents submitted by SatixFy to SEC may be obtained free of charge at the SEC's website at Investors are urged to read the proxy statement and the other relevant materials carefully before making any voting or investment decision with respect to this transaction. ABOUT MDA SPACE Building the space between proven and possible, MDA Space (TSX:MDA) is a trusted mission partner to the global space industry. A robotics, satellite systems and geointelligence pioneer with a 55-year+ story of world firsts and more than 450 missions, MDA Space is a global leader in communications satellites, Earth and space observation, and space exploration and infrastructure. The MDA Space team of more than 3,400 space experts in Canada, the US and the UK has the knowledge and know-how to turn an audacious customer vision into an achievable mission – bringing to bear a one-of-a-kind mix of experience, engineering excellence and wide-eyed wonder that's been in our DNA since day one. For those who dream big and push boundaries on the ground and in the stars to change the world for the better, we'll take you there. For more information, visit ABOUT SATIXFY SatixFy develops chips and systems that serve the full satellite communication value chain from gateways through payload subsystems and terminals. Our cutting-edge space grade chipset supports next-generation satellite communications systems, including satellite multi-beam digital space antennas, space processors flat panel user terminals and modems, based on powerful in-house designed chipsets. SatixFy's products include modems that feature Software Defined Radio (SDR) and Fully Electronically Steered Multi Beam Antennas (ESMA) that support the advanced communications standard DVB-S2X and RCS2. SatixFy's innovative ASICs improve the overall performance of satellite communications systems, reduce the weight and power requirements of terminals and payloads, and save real estate for gateway equipment. SatixFy's advanced VSATs and multi-beam fully electronically steered antenna arrays are optimized for a variety of mobile applications and services, prepared for multi-orbits LEO, MEO and GEO satellite communications systems, for aero/in-flight connectivity systems, communications-on-the-move applications and more. For more information, please visit SOCIAL MEDIALinkedIn: Facebook:
Cision Canada
20-05-2025
- Business
- Cision Canada
MDA Space and SatixFy Announce Amended Merger Agreement for Increased Consideration and Postponement of Shareholder Meeting
BRAMPTON, ON, May 20, 2025 /CNW/ - MDA Space Ltd. (TSX: MDA), a trusted mission partner to the rapidly expanding global space industry, and SatixFy Communications Ltd. (NYSE American: SATX), a leader in next-generation satellite communication systems based on in-house-developed chipsets, today announced that they have agreed to amend the terms of the Agreement and Plan of Merger (the " Merger Agreement"), dated April 1, 2025 among SatixFy Communications Ltd. (" SatixFy"), MDA Space Ltd. (" MDA") and certain subsidiaries, pursuant to which MDA agreed to acquire SatixFy in an all-cash transaction for US$2.10 (without interest) per ordinary share, which implied an aggregate equity value for the Company of approximately US$193 million. The amendment follows a go-shop process, conducted by SatixFy with the assistance of its financial advisor TD Securities (USA) LLC, in which approximately 75 third parties were contacted to determine whether they had an interest in making an Acquisition Proposal (as such term is defined in the Merger Agreement). The "go-shop" period under the Merger Agreement expired at 11:59 p.m. ET on May 16, 2025. As a result of this process, SatixFy received during the "go-shop" period an Acquisition Proposal from a third-party (the " Go-Shop Party" and the " Go-Shop Proposal", respectively) to acquire all of the outstanding shares of SatixFy in an all-stock transaction, consisting of a number of the Go-Shop Party's shares that would imply aggregate equity consideration of approximately US$233.5 million, or approximately US$2.53 per ordinary share. Furthermore, the exchange ratio, on the basis of which the consideration pursuant to the Go-Shop Proposal would be calculated, featured a collar such that the ratio between the SatixFy shares and the Go-Shop Party stock consideration would remain fixed despite any increase in the Go-Shop Party's trading price to enable the holders of SatixFy's ordinary shares to participate in up to a 10% increase, and would be adjusted in the event of any decrease in the Go-Shop Party's trading price to enable the holders to receive the same aggregate value of US$233.5 million despite up to a 20% decrease. MDA disputed the validity of SatixFy's notice of the Acquisition Proposal. 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 US$3.00 (without interest) per ordinary share, which implies an aggregate equity value for the Company of approximately US$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 determined that the increased price per share is the best value for the shareholders of Satixfy, after taking into account various considerations including time to close and risks of delays, risks to closing, financial situation of the company, benefits of an all-cash transaction and others (the " Board Determination"). The Board unanimously reiterates its recommendation that SatixFy shareholders vote FOR the revised transaction at the Meeting (as defined below). 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. In connection with the Board Determination, the Board also resolved that the upcoming Special General Meeting of Shareholders to approve the Merger Agreement and related transactions which was scheduled for May 20, 2025 will be postponed to 4:00 p.m. Israel time on May 23, 2025 to allow sufficient time under applicable laws, rules and regulations for the announcement and distribution of the disclosures set forth herein. There is currently no change to the location, the record date, the purpose or any of the proposals to be acted upon at the Special General Meeting of Shareholders, except as set forth in this press release. Forward-Looking Statements This news release contains forward‐looking information within the meaning of applicable securities legislation, which reflects MDA Space's and SatixFy's current expectations regarding future events. Forward-looking statements in this news release include, but are not limited to, statements with respect to: the consideration to be received by SatixFy's shareholders; the go-shop process during the Go-Shop Period (as defined in the Merger Agreement); compliance by MDA Space and SatixFy with various covenants contained in the Merger Agreement; the receipt of regulatory approvals and the satisfaction of the closing conditions of the transaction; and the anticipated timing for SatixFy's shareholders' meeting and completion of the transaction. In particular, there can be no assurance that the Transaction will be completed on the terms described herein, if at all. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the control of MDA Space and SatixFy, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information, including: approvals required in connection with the transaction; compliance with the voting support agreements; the satisfaction or waiver of the closing conditions of the transaction (if at all); adverse changes in applicable laws or regulations; delay or inability of MDA Space to pay the consideration contemplated by the Merger Agreement; expected growth; results of operations; performance; industry trends and growth opportunities. While MDA Space and SatixFy consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Additional risks and uncertainties applicable to MDA Space include, but are not limited to, the factors discussed under "Risk Factors" in the MDA Space Annual Information Form (AIF) dated March 7, 2025 and available on SEDAR+ at Additional risks and uncertainties applicable to SatixFy include, but are not limited to, the factors discussed under "Risk Factors" in SatixFy's Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 1, 2025, as amended, and other documents filed with or furnished to the SEC which are available on the SEC's website, Neither MDA Space nor SatixFy undertakes any obligation to update such forward‐looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. In connection with this transaction, SatixFy has submitted a proxy statement and form of proxy card to the SEC. Investors are urged to read these materials carefully because they contain important information about SatixFy and this transaction subject to the amendments contemplated referenced herein. The proxy statement, proxy card and certain other relevant materials and any other documents submitted by SatixFy to SEC may be obtained free of charge at the SEC's website at Investors are urged to read the proxy statement and the other relevant materials carefully before making any voting or investment decision with respect to this transaction. ABOUT MDA SPACE Building the space between proven and possible, MDA Space (TSX: MDA) is a trusted mission partner to the global space industry. A robotics, satellite systems and geointelligence pioneer with a 55-year+ story of world firsts and more than 450 missions, MDA Space is a global leader in communications satellites, Earth and space observation, and space exploration and infrastructure. The MDA Space team of more than 3,400 space experts in Canada, the US and the UK has the knowledge and know-how to turn an audacious customer vision into an achievable mission – bringing to bear a one-of-a-kind mix of experience, engineering excellence and wide-eyed wonder that's been in our DNA since day one. For those who dream big and push boundaries on the ground and in the stars to change the world for the better, we'll take you there. For more information, visit ABOUT SATIXFY SatixFy develops chips and systems that serve the full satellite communication value chain from gateways through payload subsystems and terminals. Our cutting-edge space grade chipset supports next-generation satellite communications systems, including satellite multi-beam digital space antennas, space processors flat panel user terminals and modems, based on powerful in-house designed chipsets. SatixFy's products include modems that feature Software Defined Radio (SDR) and Fully Electronically Steered Multi Beam Antennas (ESMA) that support the advanced communications standard DVB-S2X and RCS2. SatixFy's innovative ASICs improve the overall performance of satellite communications systems, reduce the weight and power requirements of terminals and payloads, and save real estate for gateway equipment. SatixFy's advanced VSATs and multi-beam fully electronically steered antenna arrays are optimized for a variety of mobile applications and services, prepared for multi-orbits LEO, MEO and GEO satellite communications systems, for aero/in-flight connectivity systems, communications-on-the-move applications and more. For more information, please visit SOURCE MDA Space
