MDA LTD. FILES PRELIMINARY PROSPECTUS FOR INITIAL PUBLIC OFFERING OF COMMON SHARES
News Release: March 22, 2021
Not for distribution to U.S. news wire services or dissemination in the United States
MDA Ltd. (“MDA” or the “Company”), a leading technology and service provider to the burgeoning global space industry, today announced that it has filed, and obtained a receipt for, a preliminary base PREP prospectus (the “Preliminary Prospectus”) with the securities regulatory authorities in each of the provinces and territories in Canada for a proposed initial public offering of common shares of MDA (the “Offering”). The gross proceeds of the Offering are expected to be $500 million. The number of common shares to be sold and price per common share have not yet been determined.
The Offering is being made through a syndicate of underwriters led by BMO Capital Markets, Morgan Stanley Canada Limited and Scotiabank, as joint bookrunners, with Barclays Capital Canada Inc., RBC Dominion Securities Inc., Canaccord Genuity Corp., CIBC World Markets Inc., National Bank Financial Inc. and Stifel Nicolaus Canada Inc., as underwriters.
Goodmans LLP and Skadden, Arps, Slate, Meagher & Flom LLP are acting as legal counsel to the Company, and Osler, Hoskin & Harcourt LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as legal counsel to the underwriters.
A Preliminary Prospectus containing important information relating to these securities has been filed with the securities commissions or similar authorities in each of the provinces and territories of Canada. The Preliminary Prospectus is still subject to completion or amendment. The Preliminary Prospectus is available on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final base PREP prospectus has been issued.
The Preliminary Prospectus has not yet become final for purposes of a distribution of securities to the public. No securities regulatory authority has either approved or disapproved the contents of this press release. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time of receipt for the final base PREP prospectus or other authorization is obtained from the securities regulatory authority in such province or territory. Copies of the Preliminary Prospectus are available on SEDAR at www.sedar.com.
The securities have not been and will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Act”), as amended, or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the United States, except to Qualified Institutional Buyers (as defined in Rule 144A of the U.S. Securities Act). This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Completion of the Offering is subject to the receipt of customary approvals, including regulatory approvals.
Serving the world from its Canadian home and global offices, MDA is an international space mission partner and a robotics, satellite systems and geointelligence pioneer with a 50-year story of firsts on and above the Earth. With over 2,000 employees across Canada, the US and the UK, MDA is leading the charge towards viable Moon colonies, enhanced Earth observation, communication in a hyper-connected world, and more. With a track record of making space ambitions come true, MDA enables highly skilled people to continually push boundaries, tackle big challenges, and imagine solutions that inspire and endure to change the world for the better, on the ground and in the stars.
This press release may contain forward‐looking information within the meaning of applicable securities legislation, which reflects the Company’s current expectations regarding future events. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, and the factors discussed under “Risk Factors” in the Preliminary Prospectus of the Company. MDA does not undertake any obligation to update such forward‐looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.