WESTMINSTER, Colo. — (BUSINESS WIRE) — July 27, 2017 — DigitalGlobe, Inc. (“DigitalGlobe”) (NYSE: DGI), the global leader in Earth imagery and information about our changing planet, today announced its preliminary results that its shareowners overwhelmingly voted to approve the Company’s proposed merger with MacDonald, Dettwiler and Associates Ltd. (“MDA”) (TSX: MDA) at a special meeting of DigitalGlobe shareowners held today.
Approximately 93 percent of the shares represented and voting at the meeting voted in favor of the merger. More than 53 million, 81 percent, of DigitalGlobe’s outstanding shares were voted at the meeting. Final results of the vote will be reported in a Form 8-K as required by applicable SEC rules.
“We are pleased with the strong support we received from shareowners for the merger of DigitalGlobe and MDA,” said Jeffrey R. Tarr, DigitalGlobe CEO. “This marks an important milestone in bringing together our two companies. Upon completion, this combination will expand our capabilities, increase our scale and diversify our revenue, creating powerful solutions for customers, greater value for shareowners and new opportunities for team members.”
MDA separately announced today that its shareowners also overwhelmingly voted to approve the issuance of MDA common shares to the holders of DigitalGlobe stock and certain equity awards in connection with the merger at a special meeting of MDA shareholders.
As previously announced, the transaction is expected to close in or shortly after the third quarter of 2017, subject to approval from the Committee on Foreign Investment in the United States (“CFIUS”) and other customary approvals and closing conditions.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements and other information included in this press release constitute "forward-looking information" or "forward-looking statements" (collectively, "forward-looking statements") under applicable securities laws, including the Private Securities Litigation Reform Act of 1995. Statements including words such as "may," "will," "could," "should," "would," "plan," "potential," "intend," "anticipate," "believe," "estimate" or "expect" and other words, terms and phrases of similar meaning are forward-looking statements. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. Such forward-looking statements include, but are not limited to, statements as to MDA's and DigitalGlobe's managements' expectations with respect to: the combined company's plans, objectives, expectations and intentions; the ability of DigitalGlobe and MDA to obtain the requisite regulatory approvals and satisfy the remaining conditions to closing; the anticipated timing for the closing of the merger; and other statements that are not historical facts. Forward-looking statements in this press release are based on certain key expectations and assumptions made by MDA and DigitalGlobe, including expectations and assumptions concerning: the receipt, in a timely manner, of regulatory, stock exchange, shareholder and other third party approvals in respect of the transaction; satisfaction of other closing conditions; consummation of financing related to the transaction; and the belief that the merger poses no threat to the national security of the United States. Although management of MDA and DigitalGlobe believe that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because MDA and DigitalGlobe can give no assurance that they will prove to be correct.
Forward-looking statements are subject to various risks and
uncertainties which could cause actual results and experience to differ
materially from the anticipated results or expectations expressed in
this press release. Some of the key risks and uncertainties include, but
are not limited to: changes in government priorities, mandates,
policies, funding levels, contracts and regulations, including the grant
and maintenance of security clearances, loss or reduction in scope of
any of our primary contracts, or decisions by customers not to exercise
renewal options; growth in the businesses of our customers and the
ability of our customers to develop new services; inherent risks of
performance on firm fixed price construction contracts and termination
of contracts by customers for convenience; decrease in demand for our
products and services; failure to maintain technological advances and
offer new products to retain customers and market position; reliance on
a limited number of vendors to provide certain key products or services
to us; breach of our system security measures or loss of our secure
facility clearance and accreditation; the loss or damage to any of our
satellites; delays in the construction and launch of any of our
satellites or our ability to achieve and maintain full operational
capacity of all our satellites; potential for product liability or the
occurrence of defects in products or systems and resulting loss of
revenue and harm to our reputation; detrimental reliance on third
parties for data; interruption or failure of our ground systems and
other infrastructure; increased competition that may reduce our market
share or cause us to lower our prices; changes in political or economic
conditions, including fluctuations in the value of foreign currencies,
interest rates, energy and commodity prices, trade laws and the effects
of governmental initiatives to manage economic conditions; our ability
to recruit, hire or retain key employees or a highly skilled and diverse
workforce; potential for work stoppages; failure to obtain or maintain
required regulatory approvals and licenses; failure to comply with
environmental regulations; and changes in U.S., Canadian or foreign law
or regulation that may limit our ability to distribute our products and
services. There are also risks that are inherent in the nature of the
pending merger transaction, including: failure to realize anticipated
synergies or cost savings; risks regarding the integration of the two
companies; and failure to obtain any required regulatory and other
approvals (or to do so in a timely manner). The anticipated timeline for
completion of the transaction may change for a number of reasons,
including the inability to secure necessary regulatory, stock exchange
or other approvals in the time assumed or the need for additional time
to satisfy the conditions to the completion of the transaction. As a
result of the foregoing, readers should not place undue reliance on the
forward-looking statements contained in this press release concerning
the timing of the transaction. Additional information concerning these
and other risk factors can be found in MDA's filings with Canadian
securities regulatory authorities, which are available online under
MDA's profile at
www.sedar.com
or on MDA's website at
www.mdacorporation.com ,
and in DigitalGlobe's filings with the SEC, including Item 1A of
DigitalGlobe's Annual Report on Form 10-K for the year ended December
31, 2016.