UrtheCast Closes Acquisition of Earth Observation Satellites and Business Operations from ElecnorWednesday, July 15, 2015
UrtheCast adds two satellites, operations, and extensive imagery archive to its suite of Earth Observation sensors.
Vancouver, BC, July 15, 2015--(T-Net)--UrtheCast Corp. (UR.TO) announced today that its subsidiary has closed its previously-announced acquisition (the "Acquisition") of the Earth Observation business dba Deimos Imaging and DOT Imaging ("Deimos Imaging") from Elecnor, S.A. ("Elecnor") for an aggregate price of €76.4 million.
Of that amount, €71.2 million was paid at closing, consisting of the agreed upon price of €69 million plus a working capital adjustment of €2.2 million, and an additional €5.2 million will be paid over the next five years.
The all-cash transaction was financed with a combination of the net proceeds of an offering of 24,868,750 subscription receipts of the Company (the "Subscription Receipts") at CAD$4.00 per Subscription Receipt and cash on hand.
In addition to ownership and operation of the Deimos-1 and Deimos-2 satellites, UrtheCast has acquired satellite operations related to the collection, storage, processing, analysis, distribution, and licensing of imagery captured by these and other satellites.
The combination of UrtheCast and Deimos operations is expected to significantly accelerate UrtheCast's strategies related to distribution, web platform development, and the building out of the UrtheCast Constellation.
In conjunction with the Acquisition, UrtheCast has entered into a Mutual Cooperation Agreement with Deimos Space, S.L.U ("Elecnor Deimos"). This agreement contemplates the participation of Elecnor Deimos as a strategic implementation partner for UrtheCast's planned 16-satellite constellation consisting of both optical and SAR instruments. Elecnor Deimos will join the other strategic partners expected to be involved in UrtheCast's constellation, which includes various Canadian companies expected to build elements of the SAR payload, as well as Surrey Satellite Technology Ltd. (UK) for the spacecraft platforms and optical payload.
"This is our first step off the Space Station, and an exciting growth opportunity that will help to accelerate our UrtheCast Constellation plans, while populating our platform with powerful content," explained Scott Larson, UrtheCast Co-founder and Chief Executive Officer. "By acquiring the entire satellite operations, two satellites and two ground stations, we've created another substantial revenue stream for the Company, and have improved our imagery archive with 6.5 billion square kilometers of Deimos Imaging data."
"We're delighted to welcome 50 additional employees from the Deimos Imaging team, a highly experienced group with deep roots in the Earth Observation industry," explained UrtheCast President and Chief Operating Officer, Wade Larson. "In combination with Deimos Imaging's robust customer base, our business development program is poised for further growth this year. Deimos Imaging has an established customer base in Europe and Latin America, including the European Space Agency, as well as commercial customers in the agricultural, forestry, and land use industries. "
Fabrizio Pirondini, Deimos Imaging Co-founder and Chief Executive Officer of Deimos Imaging, S.L.U., added: "These are exciting times for the Deimos Imaging team. By joining UrtheCast, our team is ready to contribute to the shared vision of disrupting the Earth Observation industry."
Concurrent with the closing of the Acquisition, each Subscription Receipt was deemed exchanged for one common share of UrtheCast (the "Common Shares"). The Common Shares will be issued to the holders thereof as soon as reasonably practicable in accordance with the terms of the Subscription Receipt Agreement dated July 7, 2015, a copy of which is filed under UrtheCast's SEDAR profile at www.sedar.com. The Subscription Receipts will be delisted from the Toronto Stock Exchange.
As a result of the upsize of the offering of Subscription Receipts on June 23, 2015, the Company was able to close the Acquisition without the need to draw on the previously announced commitment letter to provide a first priority secured term loan of €37.5 million. UrtheCast will from time to time determine what level of debt and related conditions, if any, are appropriate given the increased equity offering.
The Deimos-1 satellite
Estimated lifespan: 10 years
Imagery: 22m-resolution, 3-band imagery, with a 650-km swath
Collection rate: Data downloaded every 90 minutes, imagery collected 24/7
Collection capacity: 5,000,000+ square-kilometres per day
The Deimos-2 satellite
Estimated lifespan: 7 years
Imagery: 75cm pan-sharpened images, with a swath of 12km
Collection capacity: 150,000+ square-kilometres per day
About UrtheCast Corp.
UrtheCast Corp. is a Vancouver-based technology company that is developing the world's first Ultra HD video feed of Earth, streamed from space in full color. Working with prominent aerospace partners from across the globe, UrtheCast has built, launched, installed, and will soon operate its Ultra HD video camera, Iris, on the ISS alongside its Medium Resolution Camera ("MRC") which reached Initial Operation Capability ("IOC") in 2014. UrtheCast also owns and operates the Deimos-1 and Deimos-2 satellites through its Spanish subsidiary, operating as Deimos Imaging. Video and still image data captured by the cameras will be downlinked to ground stations across the planet and displayed on the UrtheCast web platform, or distributed directly to partners and customers. UrtheCast's cameras will provide Ultra HD video and still imagery of Earth that will allow for monitoring of the environment, humanitarian relief, social events, agricultural land, etc. Common shares of UrtheCast trade on the Toronto Stock Exchange as ticker 'UR'.
For more information visit UrtheCast's website at www.urthecast.com.
This release contains certain information which, as presented, constitutes "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information involves statements that relate to future events and often addresses expected future business and financial performance, containing words such as "believe", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions and includes, but is not limited to the expected benefits of the Acquisition, the expected lifetimes of the Deimos-1 and Deimos-2 satellites, UrtheCast's expectations with respect to the operations of UrtheCast and Deimos Imaging, S.L.U. and DOT Imaging, S.L.U. (collectively, "DOT-Deimos") following closing of the Acquisition, commissioning of Iris, plans to operate camera components on, and stream video footage from, the ISS, proposed image and video product offerings, expectations regarding the growth of commercial operations, expected partners and customers to distribute such products and plans to develop, launch and operate UrtheCast's planned constellation of satellites with SAR and optical instruments (the "UrtheCast Constellation"). Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of UrtheCast to control or predict, and which may cause UrtheCast's or DOT-Deimos' actual results, performance or achievements to be materially different from those expressed or implied thereby, including, but not limited to, UrtheCast not realizing the expected strategic benefits of the Acquisition, undisclosed liabilities of the acquired business of DOT-Deimos, risks related to integration of UrtheCast and the acquired business of DOT-Deimos, risks related to the potential for regulatory review and unwinding of the Acquisition, risks related to the provision of Elecnor or its affiliates of transition services following completion of the Acquisition or their termination of such services, UrtheCast's inability to access capital to finance the UrtheCast Constellation or other planned projects, the loss of any UrtheCast Constellation customers or strategic partners, delays caused by third parties in the development, building or launch of the UrtheCast Constellation, damage which may occur to the sensors, cameras or UrtheCast Constellation components during development, launch, installation or operation, delays in the Iris commissioning process, unexpected changes in Russian, Canadian or European government policies, as well as those factors discussed in the Company's annual information form dated March 20, 2015, (the "AIF") and the Company's prospectus supplement dated June 24, 2015 to its short form base shelf prospectus and amended and restated short form base shelf prospectus dated May 15, 2015, as each such shelf was amended on June 19, 2015 (together, the "Prospectus") which are available under UrtheCast's SEDAR profile at www.sedar.com. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, in the AIF and Prospectus, and as otherwise disclosed from time to time on UrtheCast's SEDAR profile. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, in the AIF and Prospectus, and as otherwise disclosed from time to time on UrtheCast's SEDAR profile. UrtheCast undertakes no obligation to update forward-looking statements except as may be required by applicable Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements.
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