Status:   Clearance

 

Acquirer:  MacDonald Dettwiler and Associates Ltd. (Canada)

Acquired:  DigitalGlobe, Inc. (US)

Value:  US$3.6 billion (C$4.7 billion)

Industry: Telecommunications; Aerospace

 

SatelliteUPDATE:  On September 28, 2017, MacDonald, Dettwiler and Associates Ltd., the Canadian global communications and information company, and DigitalGlobe, Inc., a US based satellite imagery company, “announced that the Committee on Foreign Investment in the United States has informed MDA and DigitalGlobe that its review of the Company’s proposed acquisition of DigitalGlobe is complete, and there are no unresolved national security issues with respect to the transaction.”  (MDA Press Release, Completion of CFIUS Review Process and NYSE Listing Approval Paves the Way for MDA and DigitalGlobe Merger to Close, Sept. 28, 2017; see also MDA Form 6-K, Ex-99.1, Sept. 29, 2017, SEC Filing.)  “The transaction is expected to close late next week, subject to satisfaction of the remaining conditions to closing.”  (Id.)

Posted on August 8, 2017

Status: Review

Following the withdraw and refile of the CFIUS Notice (see blog posts below) in relation to  MacDonald, Dettwiler and Associates Ltd.’s acquisition of DigitalGlobe Inc., a satellite imagery company,  MacDonald, Dettwiler and Associates stated in a regulatory filing that the “acceptance of the re-filing [was] on July 14, 2017,” and “CFIUS initiated a new 30-day review period.” (Management Discussion and Analysis, MacDonald, Dettwiler and Associates Form 6-K, Ex-99.2, July 28, 2017, SEC Filing.)  The regulatory filing further indicated that the “companies expect to close the merger during the third quarter of 2017 or shortly thereafter.” (Id.)

Posted on July 13, 2017

Status: Withdraw and Refile

On July 12, MacDonald, Dettwiler and Associates Ltd. issued a press release concerning the status of its CFIUS Approval, which is a condition of its pending acquisition of DigitalGlobe Inc.  (See MDA Press Release, MDA and DigitalGlobe Provide Update on Merger, July 12, 2017.)  According to the release, “MDA and DigitalGlobe have withdrawn and re-filed their joint voluntary notice to the Committee on Foreign Investment in the United States (“CFIUS”) to provide additional time for CFIUS to complete its consideration of the proposed merger.”  (Id.)  The original formal filing was submitted on On April 12, 2017, “and on May 30, 2017, CFIUS notified the parties that it [was] initiating a 45-day investigation.” (MDA Proxy Statement, 424B3, June 22, 2017, SEC Filing.) The refiling has not yet been accepted, however, “[u]pon acceptance of the re-filing, CFIUS will initiate a new 30-day review period.” (MDA Press Release, MDA and DigitalGlobe Provide Update on Merger, July 12, 2017.)  According to a June regulatory filing, “MDA and DigitalGlobe believe that CFIUS will conclude its consideration of the transaction with no unresolved issues of national security.”  (MDA Proxy Statement, 424B3, June 22, 2017, SEC Filing.)

Posted June 6, 2017

Status: Investigation

In relation to the pending CFIUS review of the proposed acquisition of DigitalGlobe, Inc., by MacDonald, Dettwiler and Associates Ltd., “on May 30, 2017, CFIUS notified the parties that they are initiating a 45-day investigation.”  (MacDonald, Dettwiler and Associates Form F-4, June 2, 2017, SEC Filing.)   In this securities filing, MacDonald, Dettwiler and Associates also reported on other pending regulatory filings, including notices to the Directorate of Defense Trade Controls of the U.S. Department of State in relation to DigitalGlobe’s ITAR registration.  MacDonald, Dettwiler and Associates filing provides that the parties have “notified DDTC of the transaction on April 6, 2017, and the 60-day prior notice period will therefore expire on June 5, 2017, absent a waiver of that period by DDTC.”  (Id.)  The parties further have represented that they “are not aware of any circumstances that would lead DDTC to invalidate DigitalGlobe’s registration, revoke licenses or agreements issued there under, or seek redress in the CFIUS process.” (Id.)

Posted on April 28, 2017

Status: Review

Relating to the February 24, 2017 Agreement and Plan of Merger whereby DigitalGlobe, Inc., a U.S. business and leading global provider of high-resolution Earth imagery, data and analysis, will become a subsidiary of MacDonald, Dettwiler and Associates Ltd., a Canadian Columbia corporation, a global communications and information company focused on the communications sector and the surveillance and intelligence sector, the parties have reported an update to their CFIUS filing (CFIUS approval is a condition to closing).  (See MacDonald, Dettwiler and Associates, Form F-4, Apr. 27, 2017, SEC Filing.)  According to the disclosure, “[o]n March 24, 2017, DigitalGlobe and MDA timely submitted a draft joint voluntary notice to CFIUS” and “[o]n April 12, 2017, DigitalGlobe and MDA submitted the formal CFIUS notice.”  (Id.)

The securities filing also disclosed additional regulatory developments relating to security concerns: (1) As both DigitalGlobe and certain U.S. subsidiaries of MDA hold facility security clearances, “DSS may require MDA to agree to a new FOCI mitigation plan . . . relating to the cleared subsidiaries of MDA and DigitalGlobe.”  (Id.)   And, (2) as DigitalGlobe is registered with the Directorate of Defense Trade Controls (DDTC) of the U.S. Department of State as a manufacturer and exporter of “defense articles,” it has filed a 60 day advanced notification to DDTC “on April 6, 2017, and the 60-day prior notice period will therefore expire on June 5, 2017, absent a waiver of that period by DDTC.”  (Id.) (Note, the State Department is a member agency to CFIUS.)

Posted on February 28, 2017

Status: Upcoming/New Filing

On February 24, 2017, DigitalGlobe, Inc., a Colorado based satellite imagery data and analysis company, and MacDonald, Dettwiler and Associates Ltd. (“MDA”), a communications and information company based in Canada, announced that they have “entered into a definitive merger agreement, pursuant to which SSL MDA Holdings, the U.S. operating company of MDA, will acquire DigitalGlobe for US$35.00 per share in cash and stock.”  (Supplemental Prepared Remarks, DigitalGlobal, EX-99.3, Form 8-K, Feb 24, 2017, SEC Filing.)  MDA stated that “[t]he combination will bring together complementary space-related capabilities, creating a stronger company uniquely positioned to capture growth in the U.S., Canadian and global Earth observation and geospatial services markets given its ability to provide complete, end-to-end space systems, earth imagery and geospatial solutions.”  (See MDA Press Release,  MDA to Acquire DigitalGlobe, Creating Industry Leader in End-to-End Space Systems, Earth Imagery and Geospatial Solutions, Feb. 24, 2017.)  Jeff Tarr, President & CEO of DigitalGlobe, noted that the transaction will require customary regulatory approvals, such as “Antitrust, CFIUS, [and] DSS,” and that he has “a high degree of confidence that this deal or this transaction will be approved and closed against a timely schedule.” MDA and DigitalGlobe Joint Conference Call, DigitalGlobe, EX-99.2, Form 8-K , Feb 24, 2017, SEC Filing.)