Satixfy Communications Ltd (SATX) News & EventsSATXNews & EventsSatixfy Communications Ltd

Satixfy Communications, MDA Space announce amended merger agreement

MDA Space (MDALF) and SatixFy Communications (SATX) announced that they have agreed to amend the terms of the Agreement and Plan of Merger, dated April 1, among SatixFy Communications, MDA Space and certain subsidiaries, pursuant to which MDA agreed to acquire SatixFy in an all-cash transaction for $2.10 per ordinary share, which implied an aggregate equity value for the Company of approximately $193M. The amendment follows a go-shop process, conducted by SatixFy with the assistance of its financial advisor TD Securities, in which approximately 75 third parties were contacted to determine whether they had an interest in making an Acquisition Proposal. The "go-shop" period under the Merger Agreement expired at 11:59 p.m. ET on May 16. As a result of this process, SatixFy received during the "go-shop" period an Acquisition Proposal from a third-party 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 $233.5M, or approximately $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 $233.5M 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 $3.00 per ordinary share, which implies an aggregate equity value for the Company of approximately $280M. 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 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 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. 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 will be postponed to 4:00 p.m. Israel time on May 23 to allow sufficient time under applicable laws, rules and regulations for the announcement and distribution of the disclosures set forth herein.

Satixfy reports FY24 revenue $20.6M, two estimates $18.25M

Nir Barkan, Chief Executive Officer of SatixFy, commented, "We are very pleased with the strong end to 2024, showing significant positive developments in the fourth quarter, marked by key agreements highlighting growing traction for our chipsets and strong market demand for our satellite communication solutions. In November 2024, we signed a milestone $39 million contract with Telesat to develop Landing Station Baseband Units for Telesat's Lightspeed Network, solidifying our role as a critical partner to them. Additionally, our collaboration with MDA Space continued to strengthen, with new agreements signed in the past weeks amounting to a further $10 million in addition to the $10 million in agreements signed in the fourth quarter. Under these orders, we will provide engineering models and space-grade chips for testing purposes as well as assembly into MDA Space satellites. We believe all this continues to build our leadership position in space-grade chipsets for the upcoming generation of communication satellites."

MDA Space to acquire Satixfy Communications for $2.10 per share

MDA Space and SatixFy Communications jointly announced that they have entered into a definitive agreement under which MDA Space will acquire all outstanding shares of SatixFy in an all-cash transaction for $2.10 per share. The transaction, which represents an equity value for SatixFy of approximately $193M, is expected to further enhance the end-to-end satellite systems offering of MDA Space as demand for next generation digital satellite communications continues to accelerate. 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. 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 transaction is expected to close in the third quarter of 2025 subject to customary closing conditions and required regulatory approvals.