MDA completes acquisition of Space Systems/Loral

MDA completes acquisition of Space Systems/Loral

Canada NewsWire

RICHMOND, BC, Nov. 2, 2012 /CNW/ – MacDonald, Dettwiler and Associates
Ltd. (TSX: MDA), a provider of essential information solutions, announced today that
it has completed and formally closed the previously announced
acquisition of Space Systems/Loral, Inc. (SS/L). The combination of MDA
and SS/L creates a leading global communications and information
company.

The acquisition is being financed by a combination of cash on hand, a
three-year promissory note of US$101,000,000, a new twelve-year senior
secured note of US$250,000,000 with two major U.S. financial
institutions, an existing senior secured note of US$100,000,000, and
approximately $600,000,000 of variable rate term and revolving loans
under a new four-year US$850,000,000 senior secured syndicated credit
facility.

Bank of America Merrill Lynch acted as lead financial advisor to MDA in
connection with the transaction. RBC Capital Markets and BMO Capital
Markets also provided financial advice to MDA related to this
transaction.

Loral Space & Communications Inc., the parent company of SS/L as at
September 30, 2012, expects to issue its third quarter U.S. GAAP
financial results on or about November 8, 2012.

To access MDA’s original June 26, 2012 announcement, please visit the
following link: MDA announces transformational U.S. acquisition

About MDA

MDA is a unique global communications and information company providing
operational solutions to commercial and government organizations
worldwide.

MDA’s business is focused on markets and customers with strong repeat
business potential. In addition the Company conducts a significant
amount of advanced technology development.

MDA’s well-established global customer base is served by more than 5,000
employees operating from 18 offices located in the United States,
Canada, and internationally.

The Company’s common shares trade under the symbol TSX:MDA.

Related Websites:
www.mdacorporation.com

Caution Regarding Forward Looking Information and Other Matters

This press release contains certain forward-looking statements and
information which reflect the current view of MacDonald, Dettwiler and
Associates Ltd. (the “Company” or “MDA”) with respect to future events
and financial performance. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as “may”,
“will”, “would”, “could”, “should”, “expect”, “intend”, “estimate”,
“anticipate”, “plan”, “foresee”, “believe” or “continue”, or the
negatives of such terms or variations of them or similar terminology.
The forward-looking statements in this press release are based on MDA’s
current expectations, estimates, projections and assumptions made in
light of its experience and perception of historical trends.
Forward-looking statements are subject to risks and uncertainties, many
of which are beyond MDA’s control and the effects of which can be
difficult to predict. MDA’s actual results of operations could differ
materially from historical results or current expectations.

With regard to MDA’s acquisition of Space Systems/Loral, Inc. (“SS/L”),
there can be no assurance that MDA will realize the anticipated
benefits or results due to a variety of factors, including among other
things: the ability to promptly and effectively integrate the
businesses of MDA and SS/L; higher than anticipated integration costs;
diversion of management time on acquisition-related issues; and failure
to obtain the consent or other agreement of certain counterparties
whose consent or agreement is required in order for MDA to acquire
certain business relationships. The anticipated benefits from the
acquisition, such as it being accretive to earnings, expanding the
Company’s presence and creating synergies and new opportunities for
growth, may not be realized in the time frame anticipated or at all as
a result of several factors including changes in general economic and
market conditions, customer demand for the Company and SS/L’s products
and services, laws and regulations and their enforcement, and the
degree of competition in the geographic and business areas in which
SS/L operates. Assumptions about current and expected capital
requirements, SS/L revenues and expenses, the potential for earnings
growth as well as costs associated with the transaction and expected
synergies were material factors considered in estimating the internal
rate of return to MDA and its estimate of the acquired business being
accretive to MDA’s earnings. Assumptions about MDA’s integration plan,
the efficiency and duration of integration and the alignment of
organizational responsibilities were material factors considered in
estimating transaction and integration costs.

Other risks that could cause actual results to differ from current
expectations include: changes in government priorities, funding levels,
contracts and regulations; failure of third parties and subcontractors
to complete contracts for which the Company or SS/L is the prime
contractor; risks of performance on firm fixed-price construction
contracts; changes in estimates of total revenues and costs on
contracts; potential for product liability or the occurrence of defects
in software and other products and resulting loss of revenue and loss
of the Company’s or SS/L’s reputation; quality issues and failure of
systems to meet performance requirements; failure of the Company to
manage its acquisitions and breaches of contracts and indemnities and
related risks on divestitures; partial or complete satellite failure;
dependence on electronic systems and data and system security threats;
detrimental reliance on third parties for data; dependence on key
employees, potential for work stoppages and lack of oversight over a
U.S. proxy board and management; failure to anticipate changes in
technology, technical standards and offerings or comply with the
requisite standards; failure to maintain technological advances and
market positions; significant competition; potential infringement of
the intellectual property rights of others through licensed software or
otherwise; inadequate protection of the Company’s intellectual property
rights; exposure to foreign currency fluctuations; changes in economic
and political conditions; inability of suppliers or subcontractors to
effect technology transfer; changes in customer security requirements
and the resulting cancellation of contracts; failure to maintain
business alliances; uncertainty in financing arrangements; failure of
counterparties in financing arrangements and financial derivative
contracts; wrongful call on letters of credit and performance bonds;
and insufficient insurance against material claims or losses. We
caution that the preceding list is not exhaustive of all possible risk
factors and other factors could also adversely affect MDA’s results.
Accordingly, readers are cautioned that events or circumstances could
cause results to differ materially from those predicted, forecasted or
projected.

You are referred to the risk factors described in MDA’s most recent
annual Management’s Discussion and Analysis, Annual Information Form
and other documents on file with the Canadian securities regulatory
authorities, available under the Company’s profile on SEDAR, www.sedar.com or on the Company’s website at www.mdacorporation.com. All such factors should be considered carefully, as well as other
uncertainties and potential events, and the inherent uncertainty of
forward-looking statements, when making decisions with respect to MDA.
The forward-looking statements and information contained in this press
release represent MDA’s views only as of today’s date. All such
statements are made pursuant to the “safe harbour” provisions of
applicable Canadian and U.S. securities laws. MDA disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise, other than as required by law, rule or regulation. You
should not place undue reliance on forward-looking statements.

The Toronto Stock Exchange has neither approved nor disapproved the form
or content of this release.

SOURCE MacDonald, Dettwiler and Associates Ltd.

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