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Nov 18, 2021, 19:44 ET
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CAMBRIDGE, ON, Nov. 18, 2021 /CNW/ – exactEarth Ltd. (TSX: XCT) ("exactEarth" or the "Company"), a leading provider of global maritime vessel data for ship tracking and maritime situational awareness solutions, today announced that shareholders of the Company (the "Shareholders") have approved the plan of arrangement previously announced on September 14, 2021 (the "Arrangement"), pursuant to which Spire Global, Inc. (NYSE: SPIR) ("Spire") will acquire all of the issued and outstanding common shares of exactEarth (the "Shares") through its wholly-owned indirect subsidiary Spire Global Canada Acquisition Corp. for CAD$2.5009 in cash and 0.1 of a share of Class A common stock of Spire for each Share held.
42,901,863 votes, or approximately 99.4% of the votes cast at the special meeting of the Shareholders held on November 18, 2021, (the "Meeting") were cast in favour of the special resolution approving the Arrangement (42,292,963 votes, or approximately 99.4% of the votes cast at the Meeting, excluding Shares required to be excluded pursuant to Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions) ("MI 61-101"), were cast in favour of the Arrangement. The special resolution approving the Arrangement was required to be passed by (i) at least two-thirds (66 2/3%) of the votes cast at the Meeting by the Shareholders voting virtually or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by the Shareholders voting virtually or represented by proxy at the Meeting, excluding Shares required to be excluded pursuant to MI 61-101. Details of the voting results will be filed under the Company’s profile on SEDAR at www.sedar.com.
The Company will apply for a final order of the Ontario Superior Court of Justice (Commercial List) on November 22, 2021. Closing of the transaction remains subject to certain customary closing conditions including court approval. Subject to the satisfaction of these closing conditions, it is anticipated that the Arrangement will be completed at the end of November 2021.
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
About Spire Global, Inc.
Spire 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.
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 regarding the timing of closing the transaction and the benefits of the Arrangement to the Company’s Shareholders. 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 transaction and expected benefits of Spire’s acquisition of exactEarth, including Spire’s acquisition all of the issued and outstanding common shares of exactEarth; 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, 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 required governmental approvals of the Arrangement will not be obtained or that such approvals will be delayed beyond current expectations, including the final order of the Ontario Superior Court of Justice (Commercial List); 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 Circular, 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 are included in a management information circular previously mailed to exactEarth shareholders in accordance with applicable securities laws. Copies of the Arrangement Agreement and the Circular have been filed with Canadian securities regulators and are accessible on SEDAR at www.sedar.com. The 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.
SPIRE AND EXACTEARTH URGE INVESTORS AND SECURITY HOLDERS TO READ THE CIRCULAR AND DOCUMENTS FILED WITH THE SEC AND SEDAR CAREFULLY AND IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
SOURCE exactEarth Ltd.
For further information: For Spire Global: Hillary Yaffe, Head of Communications and IR, [email protected]; Eileen Askew, NMN Advisors, [email protected]; For exactEarth: Dave Mason, Investor Relations, [email protected]
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