Maxar Technologies (NYSE:MAXR) (TSX:MAXR) (“Maxar” or the
“Company”), provider of comprehensive space solutions and secure,
precise, geospatial intelligence, announced that at Maxar’s Special
Meeting of Stockholders (the “Special Meeting”) held earlier today,
the Company’s stockholders voted to adopt the Agreement and Plan of
Merger (the “merger agreement”), whereby Maxar will be acquired by
Advent International (“Advent”), one of the largest and most
experienced global private equity investors. Under the terms of the
merger agreement, Maxar stockholders will receive $53.00 per share
in cash for every share of Maxar common stock they own immediately
prior to the effective time of the merger.
At the Special Meeting, approximately 99.6% of the shares voted
were voted in favor of the transaction, which represented
approximately 75.4% of the total outstanding shares of Maxar common
stock as of March 15, 2023, the record date for the Special
Meeting.
“We thank our stockholders for their strong support of this
transaction,” said General Howell M. Estes, III (USAF Retired),
Chair of Maxar’s Board of Directors. “We look forward to completing
the transaction with Advent and marking the beginning of a new
chapter for Maxar’s future.”
“As a private company, we expect to accelerate and enhance our
ability to deliver the long- and short-term mission-critical
technology and solutions that our customers have come to expect
from Maxar,” said Dan Jablonsky, Maxar President and Chief
Executive Officer. “We look forward to collaborating with Advent
and continuing investments that drive customer success.”
Maxar anticipates filing the final vote results for the Special
Meeting, as certified by the independent Inspector of Election, on
a Form 8-K with the U.S. Securities and Exchange Commission. Maxar
and Advent currently anticipate that the proposed transaction will
close in late April or early May of 2023, subject to satisfaction
or waiver of all other closing conditions, including receipt of
outstanding regulatory approvals.
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 British Columbia Investment Management Corporation
(“BCI”), a minority investor in the proposed transaction.
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 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
Cautionary Statement Regarding 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
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; (3) risks
related to disruption of management’s attention from Maxar’s
ongoing business operations due to the proposed transaction; (4)
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;
(5) the ability of Maxar to meet expectations regarding the timing
and completion of the transaction; (6) the impacts resulting from
the conflict in Ukraine or related geopolitical tensions; (7) the
impacts of the global COVID-19 pandemic or any other pandemics,
epidemics or infectious disease outbreaks; (8) 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; (9) the impacts
of any changes to the policies, priorities, regulations, mandates
and funding levels of governmental entities; (10) the impacts if
Maxar’s programs fail to meet contractual requirements or its
products contain defects or fail to operate in the expected manner;
(11) 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; (12) satellites are
subject to construction and launch delays, launch failures, damage
or destruction during launch; (13) if Maxar satellites fail to
operate as intended; (14) 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; (15) any interruption or failure of
Maxar’s infrastructure or national infrastructure; (16) Maxar’s
business with various governmental entities is concentrated in a
small number of primary contracts; (17) Maxar operates in highly
competitive industries and in various jurisdictions across the
world; (18) uncertain global macro-economic and political
conditions; (19) 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; (20) Maxar’s ability to attract, train and
retain employees; (21) any disruptions in U.S. government
operations and funding; (22) 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; (23) Maxar’s business involves significant risks and
uncertainties that may not be covered by insurance; (24) Maxar
often relies on a single vendor or a limited number of vendors to
provide certain key products or services; (25) 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; (26) any changes in Maxar’s accounting
estimates and assumptions; (27) Maxar may be required to recognize
impairment charges; (28) 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; (29) 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; (30) Maxar’s indebtedness and other
contractual obligations; (31) Maxar’s current financing
arrangements contain certain restrictive covenants that impact its
future operating and financial flexibility; (32) Maxar’s actual
operating results may differ significantly from its guidance; (33)
Maxar could be adversely impacted by actions of activist
stockholders; (34) the price of Maxar’s common stock has been
volatile and may fluctuate substantially; (35) Maxar’s operations
in the U.S. government market are subject to significant regulatory
risk; (36) 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; (37) Maxar’s business is
subject to various regulatory risks; (38) any changes in tax law,
in Maxar’s tax rates or in exposure to additional income tax
liabilities or assessments; (39) Maxar’s ability to use its U.S.
federal and state net operating loss carryforwards and certain
other tax attributes may be limited; (40) Maxar’s operations are
subject to governmental law and regulations relating to
environmental matters, which may expose it to significant costs and
liabilities; and (41) 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, 2022 and to other documents filed by Maxar
with the SEC, including recent 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230419005998/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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