MDA Space and SatixFy Announce Amended Merger Agreement

Insider Brief

• MDA Space Ltd. has amended its merger agreement with SatixFy Communications Ltd., raising its all-cash acquisition offer to $3.00 per share from $2.10, bringing the deal’s implied equity value to approximately $280 million.
• The revised offer followed a go-shop period in which SatixFy received a competing all-stock proposal from an undisclosed third party valued at $233.5 million; MDA challenged the validity of that proposal, prompting renegotiations.
• SatixFy’s Board of Directors unanimously endorsed the amended merger agreement, citing the benefits of an all-cash deal and a quicker path to closing; 57% of shareholders have signed support agreements, and the shareholder vote has been rescheduled to May 23, 2025.

PRESS RELEASE – MDA Space Ltd. (TSX: MDA), a trusted mission partner to the rapidly expanding global space industry, and SatixFy Communications Ltd. (NYSE American: SATX), a leader in next-generation satellite communication systems based on in-house-developed chipsets, announced that they have agreed to amend the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated April 1, 2025 among SatixFy Communications Ltd. (“SatixFy”) ,  MDA Space Ltd. (“MDA”) and certain subsidiaries, pursuant to which MDA agreed to acquire SatixFy in an all-cash transaction for US$2.10 (without interest) per ordinary share, which implied an aggregate equity value for the Company of approximately US$193 million. 

The amendment follows a go-shop process, conducted by SatixFy with the assistance of its financial advisor TD Securities (USA) LLC, in which approximately 75 third parties were contacted to determine whether they had an interest in making an Acquisition Proposal (as such term is defined in the Merger Agreement). The “go-shop” period under the Merger Agreement expired at 11:59 p.m. ET on May 16, 2025.

As a result of this process, SatixFy received during the “go-shop” period an Acquisition Proposal from a third-party (the “Go-Shop Party” and the “Go-Shop Proposal”, respectively) to acquire all of the outstanding shares of SatixFy in an all-stock transaction, consisting of a number of the Go-Shop Party’s shares that would imply aggregate equity consideration of approximately US$233.5 million, or approximately US$2.53 per ordinary share. Furthermore, the exchange ratio, on the basis of which the consideration pursuant to the Go-Shop Proposal would be calculated, featured a collar such that the ratio between the SatixFy shares and the Go-Shop Party stock consideration would remain fixed despite any increase in the Go-Shop Party’s trading price to enable the holders of SatixFy’s ordinary shares to participate in up to a 10% increase, and would be adjusted in the event of any decrease in the Go-Shop Party’s trading price to enable the holders to receive the same aggregate value of US$233.5 million despite up to a 20% decrease. MDA disputed the validity of SatixFy’s notice of the Acquisition Proposal.

In response to the Go-Shop Proposal and subsequent discussions with MDA, SatixFy and MDA reached an agreement to amend the Merger Agreement to provide for a significant increase in the merger consideration to an all-cash transaction for US$3.00 (without interest) per ordinary share, which implies an aggregate equity value for the Company of approximately US$280 million. The increase in the merger consideration is based upon the commitment by the Company not to consider any other acquisition proposals for SatixFy and for SatixFy’s Board of Directors (the “Board”) not to change its recommendation supporting the Merger Agreement, as amended. 

The Board determined that the increased price per share is the best value for the shareholders of Satixfy, after taking into account various considerations including time to close and risks of delays, risks to closing, financial situation of the company, benefits of an all-cash transaction and others (the “Board Determination”).

The Board unanimously reiterates its recommendation that SatixFy shareholders vote FOR the revised transaction at the Meeting (as defined below).

Shareholders holding approximately 57% of SatixFy outstanding shares have entered into voting support agreements pursuant to which they have committed to vote in favor of the transaction.

In connection with the Board Determination, the Board also resolved that the upcoming Special General Meeting of Shareholders to approve the Merger Agreement and related transactions which was scheduled for May 20, 2025 will be postponed to 4:00 p.m. Israel time on May 23, 2025 to allow sufficient time under applicable laws, rules and regulations for the announcement and distribution of the disclosures set forth herein. There is currently no change to the location, the record date, the purpose or any of the proposals to be acted upon at the Special General Meeting of Shareholders, except as set forth in this press release.