FLYHT Aerospace Solutions Ltd. announced it has entered into a definitive arrangement agreement to be acquired by Firan Technology Group Corporation (FTG), a global corporation providing solutions for aerospace and defence electronic products and sub-systems, in a cash and share transaction valued at approximately C$13.2 million (the Transaction).
The consideration is comprised of cash and common shares of FTG (FTG Shares). The arm’s length transaction is to be effected by way of a court-approved plan of arrangement.
Under the arrangement, FLYHT shareholders may elect to receive, for each common share of FLYHT held (i) C$0.1103 in cash and 0.0333 FTG Shares, (ii) C$0.3379 in cash or (iii) 0.0495 FTG Shares, in each case subject to pro-ration (collectively, the Consideration).
The Consideration will be subject to maximum aggregate cash consideration of C$4.3 million and 1,300,000 FTG Shares. Shareholders who do not make an election will be deemed to have elected to receive a combination of cash and FTG shares for their common shares.
The Consideration implies a price of C$0.3379 per common share, representing a 41 percent premium to the closing price of the common Shares on the TSX Venture Exchange on Oct. 21, 2024, and a 46 percent premium to the 10-day volume-weighted average price per common share for the period ended on Oct. 21, 2024.
The transaction is subject to receipt of FLYHT shareholder and court approvals, any required regulatory approvals and consents, and customary closing conditions, and is expected to close in the fourth quarter of 2024. Completion of the transaction is not subject to any financing condition. Upon the completion of the transaction, FLYHT will become a wholly owned subsidiary of FTG.
Further details on the transaction, the consideration and other related matters will be included in the management information circular to be mailed to FLYHT shareholders in connection with the special meeting of FLYHT shareholders to be held to approve the arrangement.
“Today marks a milestone for FLYHT as we join forces with one of the world’s leading suppliers of aerospace and defence electronic products,” said Mary McMillan, interim CEO and executive chairman of FLYHT.
“Our team has done an excellent job of developing the AFIRS Edge product line, the industry’s first 5G compatible wireless QAR (WQAR) and aircraft interface device (AID), while meeting our existing customers’ continued needs for high reliability satcom solutions and software applications. We look forward to the accelerated growth opportunities enabled by the combination of our two companies.”
Added McMillan: “This transaction follows a strategic process that has been overseen and approved by the board of directors. With this transaction, we are pleased to deliver value to our dedicated stockholders, find a well-aligned company culture for our valuable people, and position FLYHT to embark on its next phase of growth as part of an industry-leading corporation.”
Brad Bourne, CEO of FTG, said: “We’re thrilled to partner with the FLYHT team to keep building on the strong portfolio of aftermarket 5G avionics and weather solutions they’ve created for the commercial aviation industry. FLYHT is tightly aligned with our corporate development strategic objectives including dramatically increasing FTG’s aftermarket sales in the commercial aerospace market and increasing our exposure with Airbus as the FLYHT designed Satcom product is a factory option on all Airbus aircraft. The FLYHT product portfolio is already used by some of the world’s most respected airlines and national weather agencies to meet the communications and environmental challenges they are facing today. Our shared vision, coupled with FTG’s experienced leadership, operational excellence, financial strength, and scaled platform, will support FLYHT to accelerate its growth initiatives and better serve its customers during this exciting next chapter for the company. We see an extensive runway ahead for product innovation and profitable growth for our combined teams.”
Recommendation of the FLYHT board of directors
After careful consideration of, among other things, the recommendations and reasons of the special committee of FLYHT’s board of directors, the fairness opinion, the advice of legal and financial advisors, and such other matters as it considered relevant, FLYHT’s board of directors has unanimously concluded that the transaction is in the best interests of FLYHT and recommends that FLYHT shareholders vote in favour of the transaction.
KSV Advisory Inc. (KSV), independent financial advisor to FLYHT’s board of directors, has delivered a fairness opinion to FLYHT’s board of directors stating that, as of the date thereof and, based upon and subject to the assumptions, qualifications, and limitations stated in such opinion and such other matters KSV considered relevant, the consideration to be received under the arrangement by shareholders of FLYHT is fair, from a financial point of view, to the FLYHT shareholders.
Pursuant to its engagement letter with FLYHT’s board of directors, KSV will receive a fee for the delivery of the fairness opinion. No fees payable to KSV are contingent on the conclusions reached in the fairness opinion or on the outcome of the Transaction.
FLYHT shareholder support
Shareholders holding common shares representing approximately 24 percent of the issued and outstanding common shares, including two of FLYHT’s largest shareholders and each of the company’s directors and executive officers, have entered into a voting and support agreement pursuant to which each has committed to vote in favour of the transaction.
Further Transaction Details
The Transaction is structured as an arrangement under the Canada Business Corporations Act and will require the approval of 66 2/3 percent of the votes cast by FLYHT shareholders at a special meeting to be called to approve the transaction .
It is expected that the common shares will be delisted from the TSX Venture Exchange following closing of the transaction.
The agreement includes customary provisions relating to deal-protection provisions, including a non-solicitation covenant on the part of FLYHT and a right for FTG to match any Superior Proposal (as defined in the agreement). FLYHT has also agreed to pay a fee to FTG upon the termination of the agreement in certain circumstances.
Further details regarding the terms of the transaction are set out in the agreement, which will be publicly filed by FLYHT under its company profile on SEDAR+. Additional information regarding the terms of the agreement and the background of the transaction will be provided in the information circular for the special meeting, which FLYHT expects to mail in November 2024.
Advisors
KSV Advisory Inc. is acting as independent financial advisor to FLYHT’s board of directors. B. Riley Securities, Inc. is acting as financial advisor and Tingle Merrett LLP is acting as legal advisor to FLYHT in connection with the transaction. Blake, Cassels & Graydon LLP is acting as legal advisors to FTG in connection with the transaction.
This press release was prepared and distributed by FLYHT.
