Board of Directors Recommends that Shareholders Vote FOR the Arrangement
CAMBRIDGE, ON, Oct. 26, 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, announced that it has filed and has mailed the management information circular (the "Circular") and related materials for the special meeting (the "Meeting") of the Company's shareholders (the "Shareholders") to be held virtually on November 18, 2021 to approve the previously announced acquisition of exactEarth by Spire Global, Inc. (NYSE:SPIR) ("Spire"), a leading provider of space-based data, analytics and space services, by way of a plan of arrangement under the Canada Business Corporations Act (the "Arrangement").
Under the terms of the Arrangement, Spire Global Canada Acquisition Corp., an indirect wholly-owned subsidiary of Spire, will acquire all of the issued and outstanding common shares of the Company (the "Shares") for CAD$2.5009 in cash and 0.1 share of Spire Class A common stock for each Share held, all as more particularly described in the Circular.
In total, Shareholders representing approximately 80 percent of exactEarth's Shares have entered into support and voting agreements in connection with the transaction.
The Board of Directors of exactEarth (the "Board"), acting on the unanimous recommendation of a special committee of the Board and after receiving legal and financial advice, unanimously determined that the Arrangement is in the best interests of the Company and fair to the Shareholders, and recommends that the Shareholders vote FOR the Arrangement.
The Company also announced that it has been granted an interim order (the "Interim Order") from the Ontario Superior Court of Justice (Commercial List) authorizing various matters, including the holding of the Meeting and the mailing of the Circular.
Meeting and Circular
The Meeting is scheduled to be held as a virtual-only meeting conducted by live webcast online at https://web.lumiagm.com/441015458 on November 18, 2021 at 10:00 a.m. (Toronto time). The virtual Meeting will be accessible online starting at 9:00 a.m. (Toronto time) on November 18, 2021. Shareholders, regardless of geographic location, will have an equal opportunity to participate in the Meeting online. Shareholders will not be able to attend the Meeting in person. Shareholders of record as of the close of business on September 28, 2021 are entitled to receive notice and vote at the Meeting.
The Circular provides important information on the Arrangement and related matters, including the background to the Arrangement, the rationale for the recommendations made by the special committee and the Board, voting procedures and how to virtually attend the Meeting. Shareholders are urged to read the Circular and its appendices carefully and in their entirety. The Circular is being mailed to Shareholders in compliance with applicable laws and the Interim Order. The Circular is available under the Company's profile on SEDAR at www.sedar.com.
Shareholder Questions and Assistance
Shareholders who have questions regarding the Arrangement or require assistance with voting may contact Computershare Investor Services Inc., the Company's transfer agent, by telephone at 1-800-564-6253 (Toll-Free) or by email to firstname.lastname@example.org.
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: 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, 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, Spire's Current Report on Form 8-K, which was filed with the SEC on August 20, 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 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 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
SOURCE exactEarth Ltd.