Maxar Technologies Inc. (NYSE: MAXR) (TSX: MAXR) announced today
that its Board of Directors has adopted a tax benefit preservation
plan to help preserve the value of its net operating losses and
other tax attributes. As of December 31, 2018, Maxar had estimated
its cumulative U.S. federal net operating loss carryforwards and
federal R&D tax credit carryforwards to be approximately $890
million and $77 million, respectively, which can be utilized in
certain circumstances to reduce future U.S. corporate income tax
liabilities.
The tax benefit preservation plan was adopted to protect an
important Maxar asset that may have meaningful value to all Maxar
stockholders. These tax benefits can include the offset of tax
liability arising from future taxable earnings or gains. The value
of these tax benefits would be substantially limited if Maxar were
to experience an “ownership change” as defined under Section 382 of
the Internal Revenue Code. In general, an ownership change would
occur if stockholders that own (or are deemed to own) at least five
percent or more of the outstanding Maxar common stock increased
their cumulative ownership in Maxar by more than 50 percentage
points over their lowest ownership percentage within a rolling
three-year period. The tax benefit preservation plan reduces the
likelihood that changes in the Maxar investor base would limit
future use of its tax benefits, which would significantly impair
the value of the benefits to all stockholders. Maxar believes that
no ownership change as defined in Section 382 has occurred as of
the date of this press release.
The Board of Directors adopted the tax benefit preservation plan
after considering, among other matters, the estimated value of the
tax benefits, the potential for diminution upon an ownership change
and the risk of an ownership change occurring.
As part of the plan, the Maxar Board of Directors declared a
dividend of one preferred stock purchase right, which are referred
to as “rights,” for each outstanding share of Maxar common stock.
The dividend will be payable to holders of record as of the close
of business on May 28, 2019. Any shares of Maxar common stock
issued after the record date will be issued together with the
rights.
The rights will be exercisable if a person or group, without the
approval of the Maxar Board, acquires, or obtains the right to
acquire, beneficial ownership of 4.9 percent or more of Maxar
common stock. The rights also will be exercisable if a person or
group that already beneficially owns 4.9 percent or more of the
Maxar common stock, without Board approval, acquires additional
shares (other than as a result of a dividend or a stock split).
Existing Maxar stockholders that, as of May 13, 2019 beneficially
own in excess of 4.9 percent of the common stock will be
“grandfathered in” at their current ownership level. If the rights
become exercisable, all holders of rights, other than the person or
group triggering the rights, will be entitled to purchase Maxar
common stock at a 50 percent discount. Rights held by the person or
group triggering the rights will become void and will not be
exercisable.
Beneficial ownership of shares is calculated under the plan in
accordance with the applicable rules of Section 382 of the Internal
Revenue Code. The calculations are complex, and stockholders should
contact Maxar if they have any questions regarding their
ownership.
The Board of Directors has established procedures by which it
will consider requests by stockholders to exempt certain
acquisitions of Maxar common stock from the plan if the Board
determines that doing so would not limit or impair the availability
of the tax benefits or is otherwise in the best interests of
Maxar.
The Company anticipates holding a special meeting of the
stockholders to approve the plan. The rights will expire on
November 13, 2019, unless Maxar stockholders approve the plan prior
to that date, in which case the rights will expire on October 5,
2020, three years from the date a significant number of Maxar
shares were issued in the DigitalGlobe acquisition. The rights may
also expire on an earlier date upon the occurrence of certain
events, including a determination by the Board that the plan is no
longer needed to preserve the tax benefits because of legislative
changes or if the Board determines that the tax benefits have been
fully used or are no longer available under Section 382 or that an
ownership change would not materially impair or limit the tax
benefits. Once the tax attributes have been fully used, the Board
of Directors intends to terminate the plan. The rights may also be
redeemed, exchanged or terminated prior to their expiration.
The distribution of the rights is not taxable to stockholders.
The rights will initially trade together with Maxar common stock
and the Maxar Board may terminate the plan or redeem the rights
prior to the time the rights are triggered. Further details about
the plan will be contained in a Form 8-K to be filed with the
Securities and Exchange Commission and Canadian securities
regulators by Maxar.
The tax benefit preservation plan is subject to the approval of
the Toronto Stock Exchange.
Please refer to the investor section of the company’s website,
http://investor.maxar.com/investor-resources/faqs/default.aspx, for
more information and answers to frequently asked questions.
About Maxar Technologies
As a global leader of advanced space technology solutions, Maxar
is at the nexus of the new space economy, developing and sustaining
the infrastructure and delivering the information, services and
systems that unlock the promise of space for commercial and
government markets. The operations of DigitalGlobe, SSL and Radiant
Solutions were unified under the Maxar brand in February; MDA
continues to operate as an independent business unit within the
Maxar organization. As a trusted partner with 5,900 employees in
over 30 global locations, Maxar provides vertically integrated
capabilities and expertise including satellites, Earth imagery,
robotics, geospatial data and analytics to help customers
anticipate and address their most complex mission-critical
challenges with confidence. Every day, billions of people rely on
Maxar to communicate, share information and data, and deliver
insights that Build a Better World. Maxar trades on the New York
Stock Exchange and Toronto Stock Exchange as MAXR. For more
information, visit www.maxar.com.
Forward Looking Statements
Certain statements and other information included in this
release constitute "forward-looking information" or
"forward-looking statements" (collectively, "forward-looking
statements") under applicable securities laws. 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
often intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words.
Forward-looking statements involve estimates, expectations,
projections, goals, forecasts, assumptions, risks and
uncertainties, as well as other statements referring to or
including forward-looking information included in this
presentation.
Forward-looking statements are subject to various risks and
uncertainties which could cause actual results to differ materially
from the anticipated results or expectations expressed in this
presentation. As a result, although management of the Company
believes 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 the
Company can give no assurance that they will prove to be correct.
The risks that could cause actual results to differ materially from
current expectations include, but are not limited to, the risk
factors and other disclosures about the Company and its business
included in the Company's continuous disclosure materials filed
from time to time with U.S. securities and Canadian regulatory
authorities, which are available online under the Company's EDGAR
profile at www.sec.gov, under the Company's SEDAR profile at
www.sedar.com or on the Company's website at www.maxar.com.
The forward-looking statements contained in this release are
expressly qualified in their entirety by the foregoing cautionary
statements. All such forward-looking statements are based upon data
available as of the date of this presentation or other specified
date and speak only as of such date. The Company disclaims any
intention or obligation to update or revise any forward-looking
statements in this presentation as a result of new information or
future events, except as may be required under applicable
securities legislation.
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version on businesswire.com: https://www.businesswire.com/news/home/20190513005220/en/
Investor Relations Contact:Jason GurskyMaxar VP Investor
Relations1-303-684-2207jason.gursky@maxar.com
Media Contact:Turner BrintonMaxar Media
Relations1-303-684-4545turner.brinton@maxar.com
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