Spire Global, Inc. (NYSE: SPIR), a leading provider of space-based
data, analytics and space services, and exactEarth Ltd. (TSX: XCT)
(“exactEarth”) announced today that the companies have entered into
a definitive arrangement agreement under which Spire will acquire
exactEarth for approximately US$161.2 million (CAD$204.2 million)
in cash and stock, which implies ~9.1x exactEarth’s Enterprise
Value to LTM revenue. Once completed, exactEarth will become a
fully owned subsidiary of Spire and continue to operate from
Cambridge, Ontario, Canada under the leadership of exactEarth’s CEO
Peter Mabson, reporting directly to Spire CEO Peter Platzer.
“Peter and I share a vision about the opportunity for
space-based maritime data and the digitalization of the global
maritime industry, and I look forward to pursuing that vision
together,” said Peter Platzer, Spire’s CEO. “I have great respect
for the highly experienced team at exactEarth and am excited to
continue driving this digital transformation together, serving more
customers with a more robust data and solutions platform.”
The combined company aims to be transformative for customers and
the maritime industry. Bringing together real-time and historical
space-based maritime data, Spire and exactEarth will provide
customers with innovative solutions that drive the digitalization
of the almost US$2 trillion global maritime industry, such as
better fleet visibility for more efficient routing, cost savings
from reduced fuel consumption, and a lower environmental
footprint.
“We look forward to joining forces with the Spire team to not
only have an impact on the maritime industry, but also to have an
impact on the planet, through offering customers enhanced data
solutions that are designed to impact not only a company’s bottom
line, but also its environmental footprint,” said Peter Mabson,
exactEarth CEO.
Strategic Rationale
- Increases Spire’s customer base by over 75%.
In the maritime S-AIS (Satellite-Automatic Identification System)
industry, exactEarth will accelerate Spire’s expansion by adding
over 150 customers. These customers in the commercial and
government sectors will provide substantial cross-selling
opportunities of Spire’s data and analytics products.
- Minority indirect ownership stake in IoT provider
Myriota, a fast growing player in the low-cost, low-power,
secure direct-to-orbit satellite connectivity for Internet of
Things. This affords Spire a solid first foothold in this
high-growth industry of space-based IoT solutions. exactEarth will
retain its board seat.
- Strong Addition to ARR. With approximately 90%
of exactEarth’s US$18.2 million LTM revenue under subscription
contracts, and a Net Retention Rate of approximately 130%,
exactEarth will accelerate Spire’s growth in annual recurring
revenue (ARR).
- Expands Historical Database to accelerate AI/ML driven
product development. exactEarth’s 10-year archive of AIS
data will substantially increase Spire’s historical maritime (AIS)
data set, accelerating Spire’s new product offerings and
solutions.
- Adds depth of experience to maritime and product
development teams. With an average tenure of over 7 years,
exactEarth’s experienced sales and product development team will
enhance Spire’s global market capability and reach in the maritime
industry.
- Expands Spire’s geographic footprint.
exactEarth sells to 39 countries around the world.
Details on the Proposed Transaction
The total transaction consideration of CAD$204.2m (US$161.2m) is
comprised of approximately CAD$130.9 million (US$103.4 million) in
cash and CAD$73.2 million (US$57.8 million) in Spire’s Class A
Common Stock.
The transaction will be carried out through a plan of
arrangement under the Canada Business Corporations Act. Under
the plan of arrangement, holders of exactEarth common shares will
receive CAD$2.5009 (US$1.9751) in cash and 0.1 share
of Spire Class A Common Stock for each exactEarth common
share held. Based on the 10-day volume weighted average price of
Spire’s Class A Common Stock on the New York Stock Exchange of
US$11.0223 (CAD$13.9564) on Monday September 13, 2021, this
represents total per share consideration of CAD$3.90 (US$3.08) per
common share for exactEarth shareholders. On completion of the
arrangement, the former shareholders of exactEarth will hold
approximately 3.8% of Spire, based on currently outstanding share
capital.
The transaction is expected to be accretive on both a revenue
basis and an adjusted EBITDA basis. The transaction has been
approved by the boards of directors of both companies and
exactEarth’s board of directors recommends that exactEarth
shareholders vote in favor of the transaction.
The completion of the transaction is subject to approval by at
least two-thirds of the votes cast at a special meeting of
exactEarth shareholders which is expected to take place in November
2021. The transaction is also subject to applicable
regulatory approvals and the satisfaction of certain closing
conditions customary in transactions of this nature. The
transaction is not subject to any financing condition.
The directors, officers and certain shareholders of exactEarth,
collectively holding approximately 60% of its outstanding common
shares, have entered into voting support agreements under which
they have agreed to support and vote in favor of the
transaction.
This acquisition is expected to close in calendar 4Q21 or in
calendar 1Q22.
Advisors
RBC Capital Markets, LLC is acting as financial advisor and
Osler, Hoskin & Harcourt LLP and Wilson Sonsini Goodrich &
Rosati are acting as legal advisors to Spire in connection with the
transaction. Cormark Securities Inc. is acting as financial advisor
and Stikeman Elliott LLP and Paul, Weiss, Rifkind, Wharton &
Garrison LLP are acting as legal advisor to exactEarth in
connection with the transaction.
About Spire Global, Inc.
Spire (NYSE:SPIR) is a leading global provider of space-based
data, analytics, and space services, offering access to unique
datasets and powerful insights about Earth from the ultimate
vantage point so that organizations can make decisions with
confidence, accuracy, and speed. Spire uses one of the world’s
largest multi-purpose satellite constellations to source hard to
acquire, valuable data and enriches it with predictive solutions.
Spire then provides this data as a subscription to organizations
around the world so they can improve business operations, decrease
their environmental footprint, deploy resources for growth and
competitive advantage, and mitigate risk. Spire gives commercial
and government organizations the competitive advantage they seek to
innovate and solve some of the world’s toughest problems with
insights from space. Spire has offices in San Francisco, Boulder,
Washington DC, Glasgow, Luxembourg, and Singapore. To learn more,
visit http://www.spire.com.
About exactEarth Ltd.
exactEarth is a leading provider of global maritime vessel data
for ship tracking and maritime situational awareness solutions.
Since its formation in 2009, exactEarth has pioneered a powerful
new method of maritime surveillance called Satellite AIS and has
delivered to its clients a view of maritime behaviours across all
regions of the world's oceans unrestricted by terrestrial
limitations. exactEarth’s second-generation constellation,
exactView RT, securely relays satellite-detected AIS vessel signals
from any location on the earth’s surface to the ground in seconds –
thus enabling global real-time vessel tracking. This unique
capability consists of 58 advanced satellite payloads designed and
built by L3Harris Technologies, Inc. under agreement with
exactEarth and that are hosted onboard the Iridium NEXT
constellation of satellites. www.exactearth.com
Cautionary Note Regarding Forward-Looking
Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, Section
21E of the Securities Exchange Act of 1934 and applicable Canadian
securities laws, including the statements made in each CEO quote,
the disclosures regarding the potential accretion to Spire revenue
and adjusted EBIDTA, the ability to address the maritime industry,
the size of the maritime industry, the timing of closing the
transaction and the expansion of Spire’s customer count, ARR,
product offerings and solutions. Forward-looking statements
generally relate to future events or our future financial or
operating performance. In some cases, you can identify
forward-looking statements because they contain words such as
“may,” “will,” “should,” “expects,” “plans,” “anticipates,”
“could,” “intends,” “target,” “projects,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or
the negative of these words or other similar terms or expressions
that concern Spire’s and exactEarth’s expectations, strategy, plans
or intentions. Spire’s and exactEarth’s expectations and beliefs
regarding these matters may not materialize, and actual results in
future periods are subject to risks and uncertainties that could
cause actual results to differ materially from those projected,
including but not limited to: the risk that the transaction does
not close, due to the failure of one or more conditions to closing
or the failure of the businesses (including personnel) to be
integrated successfully after closing; the risk that revenue and
adjusted EBITDA accretion or the expansion of Spire’s customer
count, ARR, product offerings and solutions will not be realized or
realized to the extent anticipated; uncertainty as to the market
value of consideration to be paid in the transaction; the risk that
required governmental or exactEarth shareholder approvals of the
Arrangement will not be obtained or that such approvals will be
delayed beyond current expectations; the risk that following this
transaction, Spire’s financing or operating strategies will not be
successful; litigation in respect of either company or the
transaction; and disruption from the transaction making it more
difficult to maintain customer, supplier, key personnel and other
strategic relationships. The forward-looking statements contained
in this communication are also subject to other risks and
uncertainties, including those more fully described under the
caption “Risk Factors” in Spire’s filings with the Securities and
Exchange Commission (“SEC”), including Spire’s Proxy
Statement/Prospectus/Information Statement, which was filed with
the Securities and Exchange Commission on July 22, 2021 and Spire’s
Current Report on Form 8-K, which was filed with the SEC on August
20, 2021, and exactEarth’s reports filed on SEDAR, including its
Annual Information Form for the year ended October 31, 2020 and
financial statements and related management’s discussion and
analysis for the three and nine months ended July 31, 2021. The
forward-looking statements in this communication are based on
information available to Spire and exactEarth as of the date
hereof, and Spire and exactEarth disclaim any obligation to update
any forward-looking statements, except as required by law.
Additional Information and Where to Find It
This communication is being made in respect of a proposed
arrangement involving Spire Global, Inc. and exactEarth. Further
details of this transaction will be included in a management
information circular to be mailed to exactEarth shareholders in
accordance with applicable securities laws. Copies of the
Arrangement Agreement and the information circular will be filed
with Canadian securities regulators and will be accessible on SEDAR
at www.sedar.com. The information circular and this communication
are not offers to sell Spire securities, are not soliciting an
offer to buy Spire securities in any state where the offer and sale
is not permitted and are not a solicitation of any vote or
approval. This press release is being furnished as an exhibit to a
Current Report on Form 8-K filed with the Securities and
Exchange Commission and will be available
at http://www.sec.gov/
SPIRE AND EXACTEARTH URGE INVESTORS AND SECURITY HOLDERS TO READ
THE INFORMATION CIRCULAR AND DOCUMENTS FILED WITH THE SEC AND SEDAR
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Contacts:
For Spire Global:
Hillary YaffeHead of Communications and
IRHillary.Yaffe@spire.com
Eileen AskewNMN Advisors Eileen@nmnadvisors.com
For exactEarth:
Dave MasonInvestor Relationsinvestors@exactearth.com
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