Combined company is a global leader in the
space-based maritime data and analytics Industry
Spire gains approximately $18m ARR, 150+
customers, vast historical AIS database, and real-time data
solutions
Spire Global, Inc. (NYSE: SPIR) (“Spire” or “the
Company”), a leading provider of space-based data, analytics
and space services, announced today it has successfully completed
its previously announced acquisition of exactEarth Ltd. (TSX: XCT)
(“exactEarth”), a leading provider of global maritime vessel
data for ship tracking and maritime situational awareness
solutions, by way of a plan of arrangement (the
“Arrangement”), following the completion of all closing
conditions. The Arrangement, which was announced on September 14,
2021, was approved by exactEarth’s shareholders at a special
meeting held on November 18, 2021 and exactEarth obtained a final
order from the Ontario Superior Court of Justice (Commercial List)
in respect of the Arrangement on November 22, 2021.
Under the terms of the transaction, Spire acquired all of the
outstanding common shares of exactEarth (the “Shares”)
through its wholly-owned indirect subsidiary Spire Global Canada
Acquisition Corp. (the “Purchaser”) for CAD$2.5009
(approximately US$1.9592, based on the Bank of Canada’s CAD/USD
exchange rate of 0.7834 on November 29, 2021) in cash and 0.1 share
of Spire Class A common stock for each Share held. With the
completion of the acquisition, exactEarth common shares will be
de-listed from the Toronto Stock Exchange as of the close of
trading on or about December 2, 2021.
“We are excited to welcome the exactEarth team to the Spire
family. Together, we will continue to drive the digitalization of
the maritime industry through providing our customers with
innovative, actionable data solutions that have meaningful impact
on businesses, society, and the planet,” said Peter Platzer,
Spire’s Chief Executive Officer.
Now that the acquisition is complete, Spire will work with the
exactEarth team to ensure a seamless experience for exactEarth’s
150+ customers, representing approximately $18 million in ARR.
During Spire’s Q3 2021 earnings call, the Company gave guidance for
its 2021 year-end of $48.6 million to $52.0 million in ARR and a
range of 225 to 242 ARR solution customers. This guidance did not
factor in the transaction. Over the coming months, the two teams
will also be focusing on fostering a smooth transition for
exactEarth’s experienced sales and product development team as well
as the rapid integration of exactEarth’s historical database to
accelerate artificial intelligence- and machine learning- driven
product development.
“Our team has always strived to stay at the forefront of the
maritime industry, providing our customers with timely data
insights to best manage their businesses and missions,” said Peter
Mabson, exactEarth’s Chief Executive Officer. “Joining forces with
Spire significantly extends our reach within the maritime industry
and will allow us to offer a wider and richer set of advanced data
and analytics to our customers around the world. We believe Spire’s
fully-deployed constellation, expertise across multiple verticals,
and cutting-edge proprietary technology position us well for growth
sitting at the crest of the new space economy.”
exactEarth is now a fully-owned subsidiary of Spire and will
continue to operate from Cambridge, Ontario, Canada under the
leadership of Mr. Mabson, reporting directly to Mr. Platzer. As
such, exactEarth will submit an application to cease to be a
reporting issuer under applicable Canadian securities laws and to
otherwise terminate exactEarth’s public reporting requirements.
The full impact of the transaction will be reflected in the
guidance provided for FY 2022 during Spire’s Q4 2021 earnings
call.
Required Early Warning Report Information
Following completion of the Arrangement, Spire has beneficial
ownership and control over 100% of the issued and outstanding
Shares. Prior to the Arrangement, the Purchaser held no Shares.
This press release is being issued, in part, pursuant to
National Instrument 62-103 – The Early Warning System and Related
Take-Over Bid and Insider Reporting Issuers which requires a report
to be filed under exactEarth’s profile on SEDAR (www.sedar.com)
containing additional information respecting the foregoing matters.
You may also contact Hillary Yaffe at ir@spire.com1 to obtain a
copy of the report.
Information for exactEarth Shareholders
Registered holders of exactEarth shares are reminded that they
must properly complete, sign and return the Letter of Transmittal,
along with their share certificate(s), to Computershare Investor
Services Inc., as depositary, in order to receive the cash and
share consideration they are entitled to under the transaction.
Holders of exactEarth common shares who hold their shares through a
broker, investment dealer or other intermediary should carefully
follow the instructions provided by such broker, investment dealer
or other intermediary.
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
Founded in 2009 and now fully-owned by Spire (NYSE: SPIR),
exactEarth is a leading provider of global maritime vessel data for
ship tracking and maritime situational awareness solutions. The
company maintains a sophisticated data infrastructure that collects
and processes AIS data from its 60+ high performance payloads
in-orbit, combines it with terrestrial data, and delivers it to
customers in near real-time through one of its four subscription
products. exactEarth has over 150 customers, including significant
penetration within various governments. The company maintains an
experienced and talented group of sales and product development
personnel with deep maritime expertise. To learn more, visit
https://www.exactearth.com/.
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 quotes of management, Spire’s guidance
for its full-year 2021 ARR and ARR solution customers, statements
made about growing the maritime business, statements made about the
timing of the de-listing of exactEarth shares, and statements
regarding the anticipated benefits of the Arrangement.
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: risks related to the expected
benefits of Spire’s acquisition of exactEarth; 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, annual recurring
revenue, services and product offerings and solutions will not be
developed, realized or realized to the extent anticipated;
uncertainty as to the market value of consideration to be paid in
the transaction; 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;
disruption from the transaction making it more difficult to
maintain customer, supplier, key personnel and other strategic
relationships; the ability to maintain the listing of Spire’s
securities on the New York Stock Exchange; the ability to address
the market opportunity for Space-as-a-Service; the ability to
implement business plans, forecasts, and other expectations, and
identify and realize additional opportunities; the risk of
downturns, new entrants and a changing regulatory landscape in the
highly competitive space data analytics industries, developments in
and the duration of the COVID-19 pandemic and the resulting impact
on business and operations and the business of customers and
partners, including the economic impact of safety measures to
mitigate the impacts of COVID-19; and the potential inability to
manage effectively any growth experienced. 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, Spire’s
Quarterly Report on Form 10-Q, which was filed with the SEC on
November 10, 2021 and Spire’s Registration Statement on Form S-1
(Registration No. 333-259733) dated September 22, 2021 as filed
with the SEC on September 23, 2021, and exactEarth’s reports filed
on SEDAR, including the Information Circular in respect of the
Arrangement, 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.
_____________________________
1 Note: You can email ir@spire.com or call 917-764-4297
for this information.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211130006022/en/
For Spire: Hillary Yaffe Head of Communications
Hillary.Yaffe@spire.com
Eileen Askew NMN Advisors Eileen@nmnadvisors.com
For exactEarth: Dave Mason Investor Relations
investors@exactearth.com
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