Maxar Technologies (NYSE:MAXR) (TSX:MAXR), a trusted partner and
innovator in Earth Intelligence and Space Infrastructure, today
announced its intent to exercise its call option to take full
ownership of 3D data and analytics firm Vricon, Inc., for
approximately $140 million, or approximately $115 million net of
estimated cash at closing. To fund the transaction, Maxar intends
to issue $150 million in aggregate principal amount of new senior
secured notes. Maxar has also agreed to repurchase $150 million in
aggregate principal amount of existing notes using the proceeds of
the recent sale of its MDA business.
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the full release here:
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Vricon 3D visualization of Damascus,
Syria (Graphic: Business Wire)
Vricon is a global leader in satellite-derived 3D data for
defense and intelligence markets, with software and products that
enhance 3D mapping, Earth intelligence data, military simulation
and training and precision-guided munitions. The company was formed
as a joint venture between Maxar and Saab in 2015 to combine
patented Saab IP with Maxar commercial satellite imagery to build
highly accurate, immersive 3D products at scale.
Maxar intends to appoint Gilman Louie, Chairman of Vricon’s
Board of Directors, to the Maxar Board of Directors once the
transaction closes. Louie is co-founder and partner of Alsop Louie
Partners, an early-stage technology venture capital firm founded in
San Francisco in 2006. Louie is the founder and former CEO of
In-Q-Tel, a strategic venture fund created to help enhance national
security by connecting the Central Intelligence Agency and U.S.
intelligence community with venture-backed entrepreneurial
companies. He also serves as a commissioner on the U.S. National
Security Commission on Artificial Intelligence.
Vricon’s products and technology are strongly aligned with
Maxar’s Earth Intelligence growth strategy and priority mission
areas outlined in the U.S. National Defense Strategy. Maxar expects
that Vricon will extend the company’s lead in existing markets with
additional high-value growth products, by increasing Maxar’s
industry-leading accuracy and augmenting automated feature
extraction and change detection capabilities. In addition, the
transaction unlocks new and underpenetrated defense and commercial
markets for Maxar, such as autonomous navigation and 5G
telecommunications network planning.
“Maxar commercial satellite imagery has long been foundational
to U.S. and allied defense and intelligence operations, and this
acquisition will enable training, simulation and tactical missions
to be conducted in highly immersive and accurate 3D environments,”
said Dan Jablonsky, Maxar CEO. “Vricon will allow Maxar to
accelerate the creation of a living digital model of the Earth—'The
Digital Globe™'—and become the global geospatial reference standard
for existing and next-generation location-based applications.”
“The net cash purchase price would represent a valuation of
roughly 10x, on a net cash basis, the trailing 12-month adjusted
EBITDA that Vricon generated from third-party sales. We expect this
multiple to step down significantly over the next several years
given the growth trajectory we see for the business,” said Biggs
Porter, Maxar CFO. “We would expect the transaction to be additive
to the 2020 guidance we issued on our first quarter earnings call
on May 11 while having an immaterial effect on the company's
leverage ratio this year. Furthermore, we expect the business to be
a solid cash generator, which we expect to contribute to a
reduction in both Maxar’s indebtedness and leverage starting in
2021.”
Maxar intends to exercise its call option to take control of
Vricon on or about June 25, 2020, and expects the transaction to
close in July. Maxar expects to fully integrate Vricon to improve
existing products, develop new capabilities and pursue
game-changing business opportunities. When Maxar’s next-generation
WorldView Legion imaging satellites come online in 2021, higher
volumes of more frequently refreshed, high-resolution imagery will
further improve the currency and utility of Vricon offerings and
should drive subscription sales opportunities.
Maxar CEO Dan Jablonsky and CFO Biggs Porter will host a
conference call on June 24, 2020, to discuss the call option. The
call is scheduled to begin promptly at 6:30 a.m. MT (8:30 a.m.
ET).
Conference Call Dial-In
Numbers: Participant Toll Free Dial-In: 1-866-211-3067
Participant International Dial-In: 1-647-689-6610
Instant Replay:
Toll Free North America: 1-800-585-8367 International Dial-In:
1-416-621-4642 Passcode: 9348515#
Replay available:
From June 24, 2020 at 9:30 a.m. MT (11:30 a.m. ET) to July 8, 2020
at 9:59 p.m. MT (11:59 p.m. ET)
The conference call will also be webcast live
and then archived at:
http://investor.maxar.com/events-and-presentations/default.aspx
Webcast of the presentation will also be accessible on the
Investor section of the Maxar website:
http://investor.maxar.com/events-and-presentations/default.aspx
About Maxar
Maxar is a trusted partner and innovator in Earth Intelligence
and Space Infrastructure. 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 4,000 team members in 20 global locations
are inspired to harness the potential of space to help our
customers create a better world. Maxar trades on the New York Stock
Exchange and Toronto Stock Exchange as MAXR. For more information,
visit www.maxar.com.
Forward-Looking Statements
This release may contain certain “forward-looking statements” or
“forward-looking information” under applicable securities laws.
Forward-looking terms such as “may,” “will,” “could,” “should,”
“would,” “plan,” “potential,” “intend,” “anticipate,” “project,”
“target,” “believe,” “plan,” “outlook,” “estimate,” “guidance” or
“expect” and other words, terms and phrases of similar nature are
often intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words.
Such forward-looking statements include, but are not limited to,
statements concerning the intent to exercise the call option with
respect to Vricon, the completion and timing of the consummation of
the acquisition of Vricon, the Company’s plans, objectives,
expectations and intentions and other statements that are not
historical or current fact. Forward-looking statements are based on
certain key expectations and assumptions made by the Company.
Although management of the Company believes that the expectations
and assumptions on which such forward-looking statements are based
are reasonable, undue reliance should not be placed on the
forward-looking statements because the Company can give no
assurance that they will prove to be correct.
The risks that could cause actual results to differ materially
from current expectations include, but are not limited to those
Risk Factors set forth in our Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q, which are available online under
the Company’s EDGAR profile at www.sec.gov or on the Company’s
website at www.maxar.com, as well as the Company’s continuous
disclosure materials filed from time to time with Canadian
securities regulatory authorities, which are available online under
the Company’s SEDAR profile at www.sedar.com or on the Company’s
website at www.maxar.com. The risk factors detailed in the
foregoing are not intended to be exhaustive and there may be other
key risks that are not identified that are not presently known to
the Company or that the Company currently deems immaterial. These
risks and uncertainties are amplified by the global COVID-19
pandemic, which has caused and will continue to cause significant
challenges, instability and uncertainty.
The forward-looking statements contained in this release are
expressly qualified in their entirety by the foregoing cautionary
statements. All such forward-looking statements are based upon data
available as of the date of this release or other specified date
and speak only as of such date. The Company disclaims any intention
or obligation to update or revise any forward-looking statements
herein as a result of new information, future events or otherwise,
other than as may be required under applicable securities law.
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version on businesswire.com: https://www.businesswire.com/news/home/20200623005907/en/
Investor Relations Contact: Jason Gursky Maxar VP
Investor Relations 1-303-684-2207 jason.gursky@maxar.com
Media Contact: Turner Brinton Maxar Media Relations
1-303-684-4545 turner.brinton@maxar.com
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