$LFDEF - UrtheCast To Acquire the Deimos Imaging Earth Observation Business from Elecnor, S.A.
4:36 PM ET 6/22/15 | Dow Jones
UrtheCast To Acquire the Deimos Imaging Earth Observation Business from Elecnor, S.A.
Canada NewsWire
VANCOUVER, June 22, 2015
UrtheCast to acquire ownership and operation of the Deimos-1 and Deimos-2 satellites, satellite operations and their global archive.
VANCOUVER, June 22, 2015 /CNW/ - UrtheCast Corp. (TSX:UR) ("UrtheCast" or the "Company"), today announced that its subsidiary has entered into a definitive agreement with Elecnor, S.A. ("Elecnor") to acquire Elecnor's Earth Observation business dba Deimos Imaging (the "Acquisition") for an aggregate price of EUR74.2 million, subject to customary working capital adjustments, with EUR69 million due at closing and EUR5.2 million to be paid over the next five years. To carry out the Acquisition, UrtheCast's wholly-owned subsidiary, UrtheCast International Corp., has entered into a share purchase agreement with Elecnor and Deimos Space, S.L.U. to acquire the outstanding shares of Deimos Imaging, S.L.U. and DOT Imaging, S.L.U. (collectively, "DOT-Deimos"). DOT-Deimos owns and operates two satellites, Deimos-1 and Deimos-2. Subject to satisfaction of certain customary closing conditions, the Acquisition is expected to close on or before August 21, 2015, along with the execution of certain ancillary agreements.
"This is an incredible acquisition that epitomizes technological and operational synergy," explained Scott Larson, UrtheCast Co-founder and Chief Executive Officer. "By adding these satellites to our suite of sensors available via our web platform, significantly expanding our space operations capability - important for our recently announced SAR and Optical constellation - and merging our business development, UrtheCast is rapidly accelerating its mission to democratize Earth Observation imagery, and bring a unique dataset and distribution model to customers and users that up until now, has not been available anywhere in the marketplace."
Acquired Business
The acquired business of DOT-Deimos comprises the Earth Observation ("EO") satellite and imagery business of Elecnor, a publicly traded Spanish engineering and infrastructure company, which has been producing imagery since the launch and commissioning of the Deimos-1 satellite in 2009. The business consists of, among other things, the ownership and operation of the Deimos-1 and Deimos-2 EO satellites and the collection, storage, processing, analysis, distribution and licensing of the EO imagery captured by these and other satellites. DOT-Deimos has an established customer base across Europe and Latin America, including the European Space Agency ("ESA"), European governmental agencies and commercial customers in the agricultural, forestry and land use industries, among others. Currently, DOT-Deimos has approximately 50 employees with expertise in the EO industry. Upon closing the Acquisition, UrtheCast will also own the full imagery archive utilized by the acquired business, which currently consists of approximately 6.5 billion square kilometres.
Fabrizio Pirondini, Deimos Co-founder and Chief Executive Officer, added: "This is a superb opportunity for all involved, and opens up a world of possibilities for our respective sales teams. The sale of EO data and value-added services is at the core of our operations, such that our synergies and objectives for this acquisition are perfectly aligned."
The Deimos-1 satellite was launched in 2009 and provides 22-metre resolution images at 10 bits with a swath width of 650 kilometres. Deimos-1 has a collection capacity of more than 5,000,000 square-kilometres per day, with a three-day average revisit time worldwide. The Deimos-2 satellite was launched in 2014 and provides 75 cm pan-sharpened images with a swath width of 12 kilometres. Deimos-2 has a collection capacity of more than 150,000 square-kilometres per day, with a two-day average revisit time worldwide.
The combination of UrtheCast and DOT-Deimos is expected to allow UrtheCast to accelerate its own strategy. UrtheCast believes this will be achieved through the use of Deimos' imagery archive on UrtheCast's web platform, distributing fresh imagery through UrtheCast's established distribution channels, customers and web platform, leveraging each company's established relationships and building upon each other's infrastructure.
In addition, UrtheCast and Deimos Space have signed a Mutual Cooperation Agreement that will allow both companies to look for opportunities in the market for the benefit of both companies. Deimos Space will be the exclusive provider for receiving stations for the Deimos-1 and Deimos-2 satellites. Also, under this agreement, the companies will work together on UrtheCast's recently announced optical and SAR satellite constellation in the areas of the headquarter mission control centre, direct tasking and receive ground stations, mission analysis and flight dynamics, and in the integration and testing of the SAR payloads.
Conference Call and Webcast Information
UrtheCast will hold a conference call on June 22, 2015 at 4:30 p.m. ET. To access this conference call, please dial (416) 695-7806 or (888) 789-9572 and use the pass code 9618732. An archive of the conference call will be available on our website the following day.
Advisors
Raymond James Ltd. has acted as financial advisor to UrtheCast in connection with the Acquisition and has provided a fairness opinion to the Board of Directors.
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. 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.
About UrtheCast's high-resolution camera Iris
UrtheCast's High-Resolution Camera, Iris, is a multispectral imager mounted on a bi-axial pointing platform that provides a pitch/roll pointing capability to image points between +/-52 degrees latitude. This allows it to capture full-color video sequences that are approximately 1m GSD and approximately 60 seconds in length through a wide range of oblique-look angles. The image size for the Video is approximately 5.5 x 3.5 km.
About UrtheCast's medium-resolution camera Theia
UrtheCast's MRC, Theia, is a conventional linear Charge-Coupled Device (CCD) pushbroom camera. It produces strips of medium-resolution, 4-channel multispectral imagery with a GSD of approximately 5m and a swath width of approximately 50km. Theia's daily collection capability is approximately 29-million km(2).
Forward Looking Information
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, statements about the closing of the Acquisition and the satisfaction of closing conditions required therefor, the ability of UrtheCast to finance of the Acquisition, the expected benefits of completing 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 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 and expected partners and customers to distribute such products. 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 Deimos' actual results, performance or achievements to be materially different from those expressed or implied thereby, including, but not limited to, UrtheCast, Elecnor or Deimos Space Imaging, S.L.U. being unable to satisfy the conditions to closing the Acquisition, 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 Deimos, risks related to the increased indebtedness of UrtheCast following payment of the purchase price of the Acquisition, the inability of UrtheCast to finance the purchase price of the Acquisition, 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, damage which may have occurred to UrtheCast's cameras during launch or installation, 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 amended and restated short form base shelf prospectus dated May 11, 2015 (the "Prospectus") which are available under UrtheCast's SEDAR profile at www.sedar.com.
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