Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 19, 2023, Maxar Technologies Inc. (“Maxar” or the “Company”) held a
special meeting of stockholders (the “Special Meeting”) to consider certain
proposals related to the Agreement and Plan of Merger, dated as of December 15,
2022 (as amended from time to time, the “Merger Agreement”) by and among the
Company, Galileo Parent, Inc. (“Parent”), Galileo Bidco, Inc. (“Merger Sub”)
and, solely for the purposes set forth therein, Galileo Topco, Inc., pursuant to
which, subject to the terms and conditions set forth therein, Merger Sub will
merge with and into the Company, with the Company surviving as a wholly owned
subsidiary of Parent (the “Merger”).
As of the close of business on March 15, 2023, the record date for the Special
Meeting, there were 75,549,337 shares of common stock of the Company, par value
$0.0001 per share (“Common Stock”), outstanding and entitled to vote at the
Special Meeting. At the Special Meeting, the holders of a total of 57,223,364
shares of Common Stock, representing approximately 75.74% of the voting power of
the issued and outstanding shares of Common Stock as of the record date, were
present in person by remote communication or represented by proxy, constituting
a quorum.
At the Special Meeting, the following proposals were considered:
1. a proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”);
2. a proposal to approve, on an advisory (nonbinding) basis, the compensation
that may be paid or become payable to the Company's named executive officers
that is based on or otherwise relates to the Merger Agreement and the
transactions contemplated by the Merger Agreement (the "Compensation
Proposal"); and
3. a proposal to approve any adjournment of the Special Meeting, if necessary or
appropriate, to solicit additional proxies if there were insufficient votes to
adopt the Merger Agreement at the time of the Special Meeting (the
"Adjournment Proposal").
The Merger Agreement Proposal and the Compensation Proposal were approved by the
requisite vote of the Company’s stockholders. The Adjournment Proposal was not
presented at the Special Meeting, as there were sufficient votes to adopt the
Merger Agreement at the Special Meeting.
Final voting results for each such proposal are described below. For more
information on each of these proposals, see the definitive proxy statement filed
by Maxar with the U.S. Securities and Exchange Commission (the “SEC”) on
March 16, 2023.
1. Merger Agreement Proposal:
For Against Abstain 56,973,333 212,672 37,359 2. Compensation Proposal: For Against Abstain 37,795,234 18,990,940 437,190
Completion of the Merger remains subject to the satisfaction of customary
closing conditions, including regulatory approvals. Based on the status of the
outstanding regulatory approvals, Maxar currently anticipates that the proposed
transaction will close in late April or early May of 2023, subject to
satisfaction or waiver of all other closing conditions, including receipt of
outstanding regulatory approvals.
Item 8.01 Other Events.
On April 19, 2023, Maxar issued a press release announcing the voting results of
the Special Meeting. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 99.1 Press Release of Maxar Technologies Inc., dated as of April 19, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, as amended. Statements
concerning general economic conditions, our financial condition, including our
anticipated revenues, earnings, cash flows or other aspects of our operations or
operating results, and our expectations or beliefs concerning future events; and
any statements using words such as “believe,” “expect,” “anticipate,” “plan,”
“intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” or
similar expressions, including the negative thereof, are forward-looking
statements that involve certain factors, risks and uncertainties that could
cause Maxar’s actual results to differ materially from those anticipated. Such
factors, risks and uncertainties include: (1) the occurrence of any event,
change or other circumstances that could give rise to the termination of the
merger agreement between the parties to the proposed transaction; (2) the
failure to obtain certain required regulatory approvals or the failure to
satisfy any of the other closing conditions to the completion of the proposed
transaction within the expected timeframes or at all; (3) risks related to
disruption of management’s attention from Maxar’s ongoing business operations
due to the proposed transaction; (4) the effect of the announcement of the
proposed transaction on the ability of Maxar to retain and hire key personnel
and maintain relationships with its customers, suppliers and others with whom it
does business, or on its operating results and business generally; (5) the
ability of Maxar to meet expectations regarding the timing and completion of the
transaction; (6) the impacts resulting from the conflict in Ukraine or related
geopolitical tensions; (7) the impacts of the global COVID-19 pandemic or any
other pandemics, epidemics or infectious disease outbreaks; (8) Maxar’s ability
to generate a sustainable order rate for the satellite and space manufacturing
operations and develop new technologies to meet the needs of its customers or
potential new customers; (9) the impacts of any changes to the policies,
priorities, regulations, mandates and funding levels of governmental entities;
(10) the impacts if Maxar’s programs fail to meet contractual requirements or
its products contain defects or fail to operate in the expected manner; (11) any
significant disruption in or unauthorized access to Maxar’s computer systems or
those of third parties that it utilizes in its operations, including those
relating to cybersecurity or arising from cyber-attacks, and security threats
could result in a loss or degradation of service, unauthorized disclosure of
data, or theft or tampering of intellectual property; (12) satellites are
subject to construction and launch delays, launch failures, damage or
destruction during launch; (13) if Maxar satellites fail to operate as intended;
(14) the impacts of any loss of, or damage to, a satellite and any failure to
obtain data or alternate sources of data for Maxar’s products; (15) any
interruption or failure of Maxar’s infrastructure or national infrastructure;
(16) Maxar’s business with various governmental entities is concentrated in a
small number of primary contracts; (17) Maxar operates in highly competitive
industries and in various jurisdictions across the world; (18) uncertain global
macro-economic and political conditions; (19) Maxar is a party to legal
proceedings, investigations and other claims or disputes, which are costly to
defend and, if determined adversely to it, could require it to pay fines or
damages, undertake remedial measures or prevent it from taking certain actions;
(20) Maxar’s ability to attract, train and retain employees; (21) any
disruptions in U.S. government operations and funding; (22) any changes in U.S.
government policy regarding use of commercial data or space infrastructure
providers, or material delay or cancellation of certain U.S. government
programs; (23) Maxar’s business involves significant risks and uncertainties
that may not be covered by insurance; (24) Maxar often relies on a single vendor
or a limited number of vendors to provide certain key products or services; (25)
any disruptions in the supply of key raw materials or components and any
difficulties in the supplier qualification process, as well as any increases in
prices of raw materials; (26) any changes in Maxar’s accounting estimates and
assumptions; (27) Maxar may be required to recognize impairment charges; (28)
Maxar’s business is capital intensive, and it may not be able to raise adequate
capital to finance its business strategies, including funding future satellites,
or to refinance or renew its debt financing arrangements, or it may be able to
do so only on terms that significantly restrict its ability to operate its
business; (29) Maxar’s ability to obtain additional debt or equity financing or
government grants to finance operating working capital requirements and growth
initiatives may be limited or difficult to obtain; (30) Maxar’s indebtedness and
other contractual obligations; (31) Maxar’s current financing arrangements
contain certain restrictive covenants that impact its future operating and
financial flexibility; (32) Maxar’s actual operating results may differ
significantly from its guidance; (33) Maxar could be adversely impacted by
actions of activist stockholders; (34) the price of Maxar’s common stock has
been volatile and may fluctuate substantially; (35) Maxar’s operations in the
U.S. government market are subject to significant regulatory risk; (36) failure
to comply with the requirements of the National Industrial Security Program
Operating Manual could result in interruption, delay or suspension of Maxar’s
ability to provide its products and services, and could result in loss of
current and future business with the U.S. government; (37) Maxar’s business is
subject to various regulatory risks; (38) any changes in tax law, in Maxar’s tax
rates or in exposure to additional income tax liabilities or assessments; (39)
Maxar’s ability to use its U.S. federal and state net operating loss
carryforwards and certain other tax attributes may be limited; (40) Maxar’s
operations are subject to governmental law and regulations relating to
environmental matters, which may expose it to significant costs and liabilities;
and (41) the other risks listed from time to time in Maxar’s filings with the
SEC.
For additional information concerning factors that could cause actual results
and events to differ materially from those projected herein, please refer to
Maxar’s Annual Report on Form 10-K for the year ended December 31, 2022 and to
other documents filed by Maxar with the SEC, including recent Current Reports on
Form 8-K and Quarterly Reports on Form 10-Q. Maxar is providing the information
in this communication as of this date and assumes no obligation to update or
revise the forward-looking statements in this communication because of new
information, future events, or otherwise.
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