VANCOUVER, British Columbia,
June 23, 2015 /PRNewswire/ --
UrtheCast to acquire ownership and
operation of the Deimos-1 and Deimos-2 satellites, satellite
operations and their global archive.
UrtheCast Corp. (TSX:UR) ("UrtheCast" or the "Company"), today
announced that its subsidiary has entered into a definitive
agreement with Elecnor, S.A. ("Elecnor") to acquire Elecnor's Earth
Observation business dba Deimos Imaging (the "Acquisition") for an
aggregate price of €74.2 million, subject to customary working
capital adjustments, with €69 million due at closing and €5.2
million 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, S.L.U. to acquire the outstanding
shares of Deimos Imaging, S.L.U. and DOT Imaging, S.L.U.
(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 August 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 dataset and distribution model to
customers and users that up until now, has not been available
anywhere in the marketplace."
Acquired Business
The acquired business of DOT-Deimos comprises the Earth
Observation ("EO") 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 EO imagery captured by
these and other satellites. DOT-Deimos has an established customer
base across Europe and
Latin America, including the
European Space Agency ("ESA"), 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 EO 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 Chief Executive Officer, added: "This is a superb
opportunity for all involved, and opens up a world of possibilities
for our respective sales teams. The sale of EO 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
5,000,000 square-kilometres per day, with a three-day average
revisit time worldwide. The Deimos-2 satellite was launched in 2014
and provides 75 cm 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' 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
Cooperation 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 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.
ET. To access this conference call, please dial (416)
695-7806 or (888) 789-9572 and use the pass code 9618732. An
archive of the conference call will be available on our website the
following day.
Advisors
Raymond James Ltd. has acted as financial advisor to UrtheCast
in connection with the Acquisition and has provided a fairness
opinion to the Board of Directors.
About UrtheCast Corp.
UrtheCast Corp. is a Vancouver-based technology company that is
developing the world's first Ultra HD video feed of Earth, streamed
from space in full color. Working with prominent aerospace partners
from across the globe, UrtheCast has built, launched, installed,
and will soon operate its Ultra HD video camera, Iris, on the ISS
alongside its Medium Resolution Camera ("MRC") which reached
Initial Operation Capability ("IOC") in 2014. Video and still image
data captured by the cameras will be downlinked to ground stations
across the planet and displayed on the UrtheCast web platform, or
distributed directly to partners and customers. UrtheCast's cameras
will provide Ultra HD video and still imagery of Earth that will
allow for monitoring of the environment, humanitarian relief,
social events, agricultural land, etc. Common shares of UrtheCast
trade on the Toronto Stock Exchange as ticker 'UR'.
For more information visit UrtheCast's website
at http://www.urthecast.com.
About UrtheCast's high-resolution
camera Iris
UrtheCast's High-Resolution Camera, Iris, is a
multispectral imager mounted on a bi-axial pointing platform that
provides a pitch/roll pointing capability to image points between
±52 degrees latitude. This allows it to capture full-color video
sequences that are approximately 1m GSD and approximately 60
seconds in length through a wide range of oblique-look angles. The
image size for the Video is approximately 5.5 x 3.5 km.
About UrtheCast's medium-resolution
camera Theia
UrtheCast's MRC, Theia, is a conventional linear
Charge-Coupled Device (CCD) pushbroom camera. It produces strips of
medium-resolution, 4-channel multispectral imagery with a GSD of
approximately 5m and a swath width of approximately 50km. Theia's
daily collection capability is approximately 29-million km².
Forward Looking Information
This release contains certain information which, as
presented, constitutes "forward-looking information" within the
meaning of applicable Canadian securities laws. Forward-looking
information involves statements that relate to future events and
often addresses expected future business and financial performance,
containing words such as "believe", "expect", and "intend",
statements that an action or event "may", "might", "could",
"should", or "will" be taken or occur, or other similar expressions
and includes, but is not limited to, statements about the closing
of the Acquisition and the satisfaction of closing conditions
required therefor, the ability of UrtheCast to finance of the
Acquisition, the expected benefits of completing the Acquisition,
the expected lifetimes of the Deimos-1 and Deimos-2 satellites,
UrtheCast's expectations with respect to the operations of
UrtheCast and Deimos following closing of the Acquisition,
commissioning of Iris, plans to operate camera components on, and
stream video footage from, the ISS, proposed image and video
product offerings, expectations regarding the growth of commercial
operations and expected partners and customers to distribute such
products. Forward-looking statements and information are subject to
various known and unknown risks and uncertainties, many of which
are beyond the ability of UrtheCast to control or predict, and
which may cause UrtheCast's or Deimos' actual results, performance
or achievements to be materially different from those expressed or
implied thereby, including, but not limited to, UrtheCast, Elecnor
or Deimos Space Imaging, S.L.U. being unable to satisfy the
conditions to closing the Acquisition, UrtheCast not realizing the
expected strategic benefits of the Acquisition, undisclosed
liabilities of the acquired business of DOT-Deimos, risks related
to integration of UrtheCast and the acquired business of Deimos,
risks related to the increased indebtedness of UrtheCast following
payment of the purchase price of the Acquisition, the inability of
UrtheCast to finance the purchase price of the Acquisition, risks
related to the potential for regulatory review and unwinding of the
Acquisition, risks related to the provision of Elecnor or its
affiliates of transition services following completion of the
Acquisition or their termination of such services, damage which may
have occurred to UrtheCast's cameras during launch or
installation, delays in the Iris commissioning
process, unexpected changes in Russian, Canadian or
European government policies, as well as those factors discussed in
the Company's annual information form dated March 20, 2015, (the "AIF") and the Company's
amended and restated short form base shelf prospectus
dated May 11,
2015 (the "Prospectus") which are available
under UrtheCast's SEDAR profile
at http://www.sedar.com. Forward-looking
information is developed based on assumptions about such risks,
uncertainties and other factors set out herein, in the AIF and
Prospectus, and as otherwise disclosed from time to time on
UrtheCast's SEDAR profile. Forward-looking information
is developed based on assumptions about such risks, uncertainties
and other factors set out herein, in the AIF and
Prospectus, and as otherwise disclosed from time to time on
UrtheCast's SEDAR profile. UrtheCast undertakes no obligation to
update forward-looking statements except as may be required by
applicable Canadian securities laws. Readers are cautioned against
attributing undue certainty to forward-looking
statements.
Scott Larson, CEO and Co-founder,
+1(778)-331-7823 Direct