CPE News (3/22/2021) – MDA Ltd. has filed a preliminary prospectus for a proposed initial public offering of common shares for gross proceeds of $500 million or $575 million assuming the over-allotment option is exercised in full.
The offering terms have yet to be determined. MDA anticipates that the offering price will be between $16.00 and $20.00 per share for the issuance of between 25,000,000 and 31,250,000 shares for gross proceeds of $500 million.
MDA has applied to list its common shares on the Toronto Stock Exchange (TSX) under the symbol “MDA.”
Assuming an offering price of $18.00 per share, MDA will have 113,612,185 common shares issued and outstanding immediately following closing or 117,778,851 common shares if the over-allotment option is exercised in full. MDA would be valued at approximately $2.045 billion based on an offering price of $18 per share.
On April 8, 2020, Neptune Acquisition Inc., an affiliate of Northern Private Capital Ltd (NPC), purchased 100% of the equity interest in the MDA GP Holdings Ltd., MDA Systems Inc, and Maxar Technologies ULC from Maxar Technologies Inc. for $1 billion.
The other members of the investor consortium include EdgePoint Investment Group, Fonds de solidarité FTQ, Jim Balsillie, Bulldog Capital Partners, Albion River, Nicola Wealth and Senvest Capital along with funds managed by Senvest Management.
Neptune Acquisition Limited Partnership currently owns and controls 513,720,000 common shares, representing 99.8% of the outstanding MDA common shares. The Partnership is controlled by the General Partner, NPC, a corporation controlled by John Risley and Andrew Lapham. NPC has the right to appoint a majority of the board of directors of the General Partner.
Pursuant to the pre-closing reorganization, the Partnership will transfer MDA shares to a new Ontario corporation (Newco) and the limited partners (LP investors) of the Partnership will own 100% of the Newco. The Newco will then amalgamate with MDA to form new MDA, with the LP investors becoming shareholders of new MDA.
Assuming the offering price of $18.00, immediately following the closing, EdgePoint Investment Group Inc. will own, control or direct, directly or indirectly, 12,500,000 Common shares, representing approximately 11.0% of the outstanding shares following the closing.
Serving the world from its Canadian home and global offices, MDA is an international space mission partner and a robotics, satellite systems and geointelligence pioneer with a 50-year story of firsts on and above the Earth. With over 2,000 employees across Canada, the US and the UK, MDA is leading the charge towards viable Moon colonies, enhanced Earth observation, communication in a hyper-connected world, and more.
photo credit: MDA
News Release
MDA LTD. FILES PRELIMINARY PROSPECTUS FOR INITIAL PUBLIC OFFERING OF COMMON SHARES
Not for distribution to U.S. news wire services or dissemination in the United States
March 22, 2021 (Brampton, Ontario)
MDA Ltd. (“MDA” or the “Company”), a leading technology and service provider to the burgeoning global space industry, today announced that it has filed, and obtained a receipt for, a preliminary base PREP prospectus (the “Preliminary Prospectus”) with the securities regulatory authorities in each of the provinces and territories in Canada for a proposed initial public offering of common shares of MDA (the “Offering”). The gross proceeds of the Offering are expected to be $500 million. The number of common shares to be sold and price per common share have not yet been determined.
The Offering is being made through a syndicate of underwriters led by BMO Capital Markets, Morgan Stanley Canada Limited and Scotiabank, as joint bookrunners, with Barclays Capital Canada Inc., RBC Dominion Securities Inc., Canaccord Genuity Corp., CIBC World Markets Inc., National Bank Financial Inc. and Stifel Nicolaus Canada Inc., as underwriters.
Goodmans LLP and Skadden, Arps, Slate, Meagher & Flom LLP are acting as legal counsel to the Company, and Osler, Hoskin & Harcourt LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as legal counsel to the underwriters.
A Preliminary Prospectus containing important information relating to these securities has been filed with the securities commissions or similar authorities in each of the provinces and territories of Canada. The Preliminary Prospectus is still subject to completion or amendment. The Preliminary Prospectus is available on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final base PREP prospectus has been issued.
The Preliminary Prospectus has not yet become final for purposes of a distribution of securities to the public. No securities regulatory authority has either approved or disapproved the contents of this press release. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time of receipt for the final base PREP prospectus or other authorization is obtained from the securities regulatory authority in such province or territory. Copies of the Preliminary Prospectus are available on SEDAR at www.sedar.com.
The securities have not been and will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Act”), as amended, or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the United States, except to Qualified Institutional Buyers (as defined in Rule 144A of the U.S. Securities Act). This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Completion of the Offering is subject to the receipt of customary approvals, including regulatory approvals.
LINKS
www.mda.space
SOCIAL MEDIA
Twitter: www.twitter.com/MDA_space
Facebook: www.facebook.com/MDAspace
LinkedIn: www.linkedin.com/company/mdaspace
YouTube: https://www.youtube.com/c/mdaspace
Instagram: www.instagram.com/MDA_space
ABOUT MDA
Serving the world from its Canadian home and global offices, MDA is an international space mission partner and a robotics, satellite systems and geointelligence pioneer with a 50-year story of firsts on and above the Earth. With over 2,000 employees across Canada, the US and the UK, MDA is leading the charge towards viable Moon colonies, enhanced Earth observation, communication in a hyper-connected world, and more. With a track record of making space ambitions come true, MDA enables highly skilled people to continually push boundaries, tackle big challenges, and imagine solutions that inspire and endure to change the world for the better, on the ground and in the stars.
FORWARD-LOOKING STATEMENTS
This press release may contain forward‐looking information within the meaning of applicable securities legislation, which reflects the Company’s current expectations regarding future events. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, and the factors discussed under “Risk Factors” in the Preliminary Prospectus of the Company. MDA does not undertake any obligation to update such forward‐looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
MEDIA CONTACT
Leslie Swartman
leslie.swartman@mda.space
613-608-4845