Monday, June 22, 2015

UrtheCast to acquire Deimos Imaging for 74.2MM euros

2015-06-22 16:43 ET - News Release

Mr. Scott Larson reports
UrtheCast Corp.'s subsidiary has entered into a definitive agreement with Elecnor SA to acquire Elecnor's Earth observation business, Deimos Imaging, for an aggregate price of 74.2 million euros, subject to customary working capital adjustments, with 69 million euros due at closing and 5.2 million euros 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 SLU to acquire the outstanding shares of Deimos Imaging SLU and DOT Imaging SLU (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 Aug. 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 data set and distribution model to customers and users that up until now, have not been available anywhere in the marketplace."

Acquired business
The acquired business of DOT-Deimos comprises the Earth observation 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 Earth observation imagery captured by these and other satellites. DOT-Deimos has an established customer base across Europe and Latin America, including the European Space Agency, 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 Earth observation 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 CEO, added: "This is a superb opportunity for all involved, and opens up a world of possibilities for our respective sales teams. The sale of Earth observation 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 five million square kilometres per day, with a three-day average revisit time worldwide. The Deimos-2 satellite was launched in 2014, and provides 75-centimetre 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's 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 co-operation 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 (synthetic aperture radar) 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. Eastern Time. To access this conference call, please dial 416-695-7806 or 888-789-9572 and use the passcode 9618732. An archive of the conference call will be available on the company website the following day.
Advisers Raymond James Ltd. acted as financial adviser to UrtheCast in connection with the acquisition and has provided a fairness opinion to the board of directors.
About UrtheCast's high-resolution camera Iris

UrtheCast's high-resolution camera, Iris, is a multispectral imager mounted on a biaxial pointing platform that provides a pitch/roll-pointing capability to image points between plus or minus 52 degrees latitude. This allows it to capture full-colour video sequences that are approximately one metre in GSD (ground sampling distance) and approximately 60 seconds in length through a wide range of oblique look angles. The image size for the video is approximately 5.5 by 3.5 kilometres.
About UrtheCast's medium-resolution camera Theia UrtheCast's medium-resolution camera, Theia, is a conventional linear charge-coupled device push broom camera. It produces strips of medium-resolution, four-channel multispectral imagery with a GSD of approximately five metres and a swath width of approximately 50 kilometres. Theia's daily collection capability is approximately 29 million square kilometres.

We seek Safe Harbor.

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