Sponsored by TCI International Inc.
07 Sep 21. Montana Aerospace AG (the “Company”) and its operating subsidiaries (the “Group” or “Montana Aerospace”), a leading, highly-vertically integrated manufacturer and supplier of system components and complex assemblies for the aerospace, e-mobility and energy sectors with worldwide engineering and manufacturing operations, today announces the signing of the acquisition of 100% of shares of S.R.I.F. NV in Belgium (the “Asco Group” or “Asco”). The Asco Group is a leading supplier and development partner of high-end components and structures for the Aerospace industry out of four locations in Belgium, Germany, the United States and Canada with around 1.200 employees. Thereby, Asco generated yearly sales in the years 2018-2020 of up to EUR 260m. Over the last decade, Montana Aerospace consequently developed from a raw material extrusion supplier to a highly vertically integrated Aerospace player. With the acquisition of Asco Industries, Montana Aerospace will further strengthen its competences in product design, testing and manufacturing of hard metal components and assemblies for wing and fuselage structures. The combination of Montana Aerospace’s material competence and BCC footprint with Asco’s development and manufacturing competences for large components and complex assemblies, will further accelerate Montana Aerospace’s growth as an industrial champion best positioned to meet customer needs of tomorrow. Following Montana Aerospace’s M&A strategy, Montana intends to integrate the Asco facilities into Montana Aerospace’s global manufacturing network with the Asco brand being 2/3 further strengthened. Detailed discussions concerning the shifting of certain Montana Aerospace central functions to Belgium are ongoing. Markus Nolte, CEO of Montana Aerospace, says: “We are proud to welcome Asco as a new member of the Montana Aerospace family. Common goals, strategies and company cultures combined with complementary capabilities and competences will help us positioning Montana Aerospace as a premium global partner for aerostructures.” Christian Boas, CEO and shareholder of ASCO, adds: “We are truly excited about the deal and feel welcome, with a common goal and similar cultures. Being part of Montana Aerospace shall give ASCO and its Joint Venture partners the possibility to expand their worldwide position. We are convinced that this transaction will be a success for both companies, with new opportunities that will also contribute to a sustainable future and expansion of the wider aerospace activities in Belgium and Flanders and that will bring value for all stakeholders.” The consolidation in the aerospace industry is taking much faster progress than expected. As more opportunities are currently under discussion, Montana Aerospace – besides a strong cash position out of the IPO and subject to the existing IPO lock up and market conditions – is evaluating a capital increase in the context of this transaction and to further accelerate growth and M&A activities. In case of such a capital increase, Montana Tech Components AG (MTC) has agreed to support by subscribing up to around 5.4 million ordinary shares. Alternatively to a subscription of shares by MTC, and as an alternative payment structure to cash, the sellers of ASCO accepted, subject to certain conditions, to be paid partly in shares in Montana Aerospace AG in a capital increase. Depending on various conditions such as the closing accounts of ASCO, the Net Debt position at this time, the corresponding share price and others, the maximum amount of shares to be received by all involved parties, amount to a maximum of 6.8 million shares. The closing is subject to merger control and FDI approvals. The parties agreed to not disclose the purchase price.
09 Sep 21. Woolpert Acquires Geospatial Partner Optimal GEO, Augments Lidar, Imagery Capabilities. This move unites like-minded geospatial leaders, enhancing their ability to support federal clients worldwide. Woolpert has acquired Optimal GEO, an Alabama-based company that specializes in providing photogrammetric mapping, orthoimagery, lidar and GIS data to defense and federal intelligence communities. This acquisition strengthens the ability to support some of the firms’ largest U.S.-based geospatial initiatives, while empowering greater knowledge sharing and propelling global innovation. Optimal GEO and Woolpert have worked together on projects to support several federal clients, including the U.S. Geological Survey (USGS), the Naval Facilities Engineering Systems Command (NAVFAC) and the U.S. Army Corps of Engineers (USACE). As the joint venture WMR-532, they have collected, processed, and delivered topographic and bathymetric lidar data and imagery for the Joint Airborne Lidar Bathymetry Technical Center of Expertise (JALBTCX) and the Naval Oceanographic Office (NAVOCEANO). Optimal GEO COO Mark Brooks said this acquisition takes this successful team one step further.
“Our clients have seen how well we work together and how effectively we communicate and collaborate to get each project done,” Brooks said. “We have our defined roles, with geospatial experts in places they need to be, and that isn’t going to change. We have always enjoyed working and teaming with Woolpert, and this is just a natural evolution of where we should be heading. We are building on a foundation that works for clients and works for us.”
With this merger, Optimal GEO will expand its services internationally, triple its capacity to serve clients, and enhance its geospatial offerings with in-house architecture, engineering and consulting expertise. Optimal GEO also will have access to industry-leading geospatial technology and equipment, including Woolpert’s fleet of aircraft and sensors, and its more than 100 employees will net additional professional development opportunities. Woolpert will add to its bathymetric and geospatial intelligence expertise, extend its geospatial presence in the southeastern U.S. and gain a data processing hub in Alabama to support current and future clients and contracts. Woolpert Senior Vice President Joseph Seppi said Optimal GEO’s deep federal contracting experience and highly respected position in the industry will help strengthen long-term client relationships, while diversifying others.
“This proven combination of Optimal GEO and Woolpert creates the most capable, geospatially focused and technologically diverse geospatial firm in the country,” Seppi said. “These expanded geospatial services, combined with our AEG capabilities, enable us to provide integrated solutions to address diverse client needs.”
Woolpert CEO Scott Cattran said he is honored to welcome Optimal GEO to the Woolpert family of companies.
“Culture drives our company’s growth and success, fostering an environment of respect and empowerment,” Cattran said. “In Optimal GEO, we found an industry leader with whom we have had proven success and who shares our core values and our progressive culture. On top of that, they are just an outstanding group to be around. We’re very excited that our longtime partner is becoming a permanent member of our Woolpert family.”
Woolpert is the premier architecture, engineering, geospatial (AEG) and strategic consulting firm, with a vision to become one of the best companies in the world. We innovate within and across markets to effectively serve public, private and government clients worldwide. Woolpert is an ENR Top 150 Global Design Firm, recently earned its fifth-straight Great Place to Work certification and actively nurtures a culture of growth, inclusion, diversity and respect. Founded in 1911 in Dayton, Ohio, Woolpert has been America’s fastest-growing AEG firm since 2015. The firm has over 1,300 employees and 42 offices in three countries. For more, visit woolpert.com.
About Optimal GEO
Optimal GEO is a small business geospatial firm that specializes in executing a full range of geospatial services including photogrammetric mapping, orthoimagery, lidar, GIS and geospatial intelligence. Our team is well versed and has a long history in providing these services to the defense and intelligence communities. As a passionate and exceedingly capable small business, we stand together with our clients from the development of their goals, through technical project execution and identification of future geospatial strategies. Optimal GEO provides expert guidance in geospatial solutions that put the needs of the end user up front while saving clients time and money through the streamlining of resources. Optimal GEO’s clients include federal and state government entities including the United States Department of Defense. For more information, visit optimalgeo.com (Source: PR Newswire)
09 Sep 21. Skydweller Aero Inc. Raises $40m in Oversubscribed Series A Funding Round to Continue Rapid Technological Development to Meet Demand for Persistent Flight. Company maturation and market growth attract key partnership with Palantir Technologies. Skydweller Aero Inc., a U.S.-Spanish aerospace company developing solar powered aircraft for defense and commercial industries, today announced it has raised $40m in an oversubscribed Series A funding round. This new figure reflects $8m of additional funding after the aerospace company previously reported its Series A close in 2019. The financing was led by Leonardo S.p.A, Marlinspike Capital, and Advection Growth Capital.
This round also marks a critical partnership with Palantir Technologies, a publicly traded U.S. company that builds enterprise data platforms for use by organizations with complex and sensitive data environments. Skydweller will use Palantir’s Foundry platform, which provides state-of-the-art analytics tools to process information at scale and on the edge, to rapidly fuse vast amounts of complex data. Palantir’s expertise and capabilities within the aerospace and defense markets make it an ideal partner to Skydweller’s information collection services and solutions.
“Skydweller has seen tremendous interest from investors, providing us the opportunity to exceed our initial fundraising goals. This points to significant market growth and a great need for this technology across the commercial and government industries,” said Skydweller CEO Dr. Robert Miller. “We are also delighted and honored to announce Palantir as a key investor and partner, as we work to develop the next generation of persistent airborne solutions.”
With this capital, Skydweller will continue to accelerate the development and maturation of its autonomous systems technology, to be applied during flight testing for current and prospective customers. The company will also begin designing and manufacturing air vehicles and complete its information and intelligence collection service offerings.
“We see Skydweller as the next generation platform of renewably powered aircraft that can be leveraged for intelligence, telecommunications and geospatial data and more,” said President of Palantir USG and CTO for Palantir Technologies Akash Jain. “This partnership demonstrates Palantir’s continued investment in unlocking the world’s growing data challenges.”
The Series A raise builds on the company’s recent momentum in which it announced its first public contract award with the U.S. Navy’s Naval Air Systems Comment (NAVAIR) for over $5 million to demonstrate the capabilities and performance of their zero-carbon emission solution for long endurance flight.
About Skydweller Aero Inc.
Skydweller Aero Inc. is a cutting-edge aerospace company developing solar powered aircraft solutions capable of achieving perpetual flight with heavy, powerful payload capacity. Utilizing technology based upon the longest continuous renewably powered flight program in history, this fast-growing startup is developing a new class of unmanned aircraft, providing the persistence of geosynchronous satellites with the powerful sensing capabilities and the flexibility of a large, airborne platform.
With a flexible payload system, including communications relay, 4G/5G cellular, day/night full motion video, satellite communication, imaging radar, and more, Skydweller will enhance commercial and government telecommunication, geospatial, meteorological, and emergency operation efforts around the world, allowing customers to operate persistently in more challenging areas for longer durations, while reducing environmental impact. For more information about Skydweller, visit www.skydweller.aero.
About Palantir Technologies Inc.
Palantir Technologies is a software company that builds enterprise data platforms for use by organizations with complex and sensitive data environments. From building safer cars and planes, to discovering new drugs and combating terrorism, Palantir helps customers across the public, private, and nonprofit sectors transform the way they use their data. Additional information is available at https://www.palantir.com. (Source: PR Newswire)
09 Sep 21. Science Group notes that TP Group plc (“TP Group”) has posted a Circular (the “Circular”) to its shareholders for the requisitioned General Meeting in relation to the constitution of the TP Group Board. The date of the meeting is 1 October 2021.
At close of business on 8 September 2021, Science Group owned 209,388,987 shares in TP Group, equivalent to 26.9% of the issued voting share capital. Science Group is the largest shareholder in TP Group and owns more shares than the aggregate of the irrevocable undertakings (25.4%) obtained by the Board of TP Group in relation to the General Meeting.
The Board of TP Group make a number of statements which Science Group considers to be misrepresentative. The TP Group Board also notably avoids accepting any responsibility for the poor financial performance of the business, the failure of corporate governance and the destruction of shareholder value in recent years. Indeed, the announcement by TP Group on 7 September and the shareholder Circular allocate a disproportionate amount of commentary to wholly unrelated matters to try to distract TP Group shareholders from the failures of the TP Group Board.
Science Group also wishes to clarify that, contrary to the perception portrayed by the TP Group Board, the General Meeting requisitions are simply to replace two non-executive directors who have presided over the substantial deterioration in shareholder value and have failed to provide the corporate governance reasonably expected of their role by TP Group shareholders. At no time has Science Group indicated or inferred in any way that it intends to remove the newly appointed Chief Executive or the Finance Director.
The TP Group Board should cease the scaremongering and accept their responsibility for the poor performance of TP group in recent years. It is farcical to suggest that Science Group’s investment one month ago will “undermine the stability of TP Group’s businesses” after (i) the poor financial performance of TP Group resulting in the going concern commentary in the TP Group 2020 Annual Report; (ii) the inconsistent strategy related to TPG Maritime; and (iii) the abrupt departure of the former CEO.
Science Group believes that the honourable course of action of any Chairman/director, who has presided over such a destruction in value and failure of governance, is to resign and to effect a smooth transition to a reconstituted Board, avoiding further costs for the company and disruption for all TP Group stakeholders.
Science Group Withdrawn Offer for TP Group
The Board of TP Group also misrepresents the background to the withdrawn potential offer by Science Group. Prior to acquiring any shares, Science Group approached TP Group initially regarding a strategic investment and later a possible merger/acquisition. Following the initial purchase of shares in TP Group, Science Group repeatedly tried to engage in dialogue with the TP Group Board. Despite the poor track record of TP Group, and the potential substantial premium of 67% (to the closing TP Group share price on the trading day prior to Science Group investment), the Board of TP Group, refused to engage in any meaningful dialogue.
The Science Group indicative offer was always subject to certain pre-conditions including the receipt of satisfactory due diligence. As previously announced, The TP Group Board were unwilling to provide access to due diligence information unless certain conditions were agreed which were unacceptable to Science Group. As a result, the Science Group potential offer was withdrawn on 3 September 2021, denying TP Group shareholders a potential liquidity event at a substantial premium.
Furthermore, the TP Group Board has incorrectly suggested that Science Group would have been unable to fund the acquisition of TP Group. It is quite normal that acquisition funding is arranged in parallel with discussions between parties. In accordance with standard practice, Science Group and its advisors provided TP Group with customary assurances which the TP Group Board and its advisors inexplicably rejected.
It is therefore noteworthy that following the withdrawal of the indicative offer for TP Group, on 7 September 2021 Science Group completed an over-subscribed placing (“Placing”) of new shares to raise approx. £17.8m, net of costs. The Placing was completed at a premium to the Science Group closing share price, a very strong message of confidence from institutional investors. This Placing strengthened Science Group’s existing cash resources, which at 31 August 2021 were £17.2m, at which time Science Group already owned 24% of TP Group. In addition, as announced on 6 September 2021, Science Group is exploring extending its bank facilities and, with a strong track record of profitability and cash flow, additional facilities are anticipated to be available. In summary, it is, and always was, readily apparent that the indicative offer could have been funded by Science Group if the TP Group Board had cooperated and the due diligence was satisfactory.
The Board of TP Group also makes a number of inferences which do not reflect the protections inherent in the UK City Code on Takeovers and Mergers (the “Code”). Despite the lengthy rhetoric in the Circular, TP Group has failed to define any example where Science Group has not complied with the provisions of the Code, as applicable. The restrictions and exceptions related to any future potential offer were set out in the Science Group announcements on 24 August 2021 and 3 September 2021.
In summary, for the avoidance of any doubt and contrary to the inferences made by the TP Group Board, the General Meeting is not related to any offer or potential offer for TP Group by Science Group or any other party. The Science Group potential offer was withdrawn on 3 September 2021. The General Meeting requisitions are simply to replace two non-executive directors who have presided over the substantial deterioration in TP Group shareholder value and have failed to provide the appropriate level of corporate governance reasonably expected of their role by TP Group shareholders.
Science Group Strategic Investment and General Meeting
The strategic investment model formed the basis of the initial approach to TP Group and on 16 August 2021, just one week after making the initial investment, Science Group informed shareholders of both companies that the strategic investment model was increasingly likely and this scenario was consistently reiterated in subsequent announcements.
As the largest shareholder in TP Group, the Science Group strategy is to manage its investment in an active manner. To that end, Science Group requisitioned the Board of TP Group to call a general meeting of TP Group shareholders to consider the constitution of the TP Group Board. Science Group again reiterates that the General Meeting requisitions are simply to replace two non-executive directors who have have failed to provide the corporate governance expected of their role. At no time has Science Group indicated or inferred in any way that it intends to remove the newly appointed Chief Executive or the Finance Director and the majority of the TP Group directors would remain unchanged.
With regard to the current incumbents who are proposed to be replaced, Mr McCree was appointed a non-executive director on 1 October 2014 and Chairman on 1 January 2017. Mr Jeremy Warner-Allen was appointed as a non-executive director on 2 March 2017. Since Mr McCree’s appointment as Chairman up to 6 August 2021 (the last trading day prior to the Science Group investment), the TP Group share price had declined by 64.6%. For reference the FTSE AIM All-Share index increased by 49.3% during the same period. After such destruction of value, the honourable course of action is for Mr McCree and Mr Warner-Allen to resign and effect a smooth transfer.
With regard to the nominated directors, Mr Ratcliffe was appointed Chairman of Science Group plc (then called Sagentia plc) on 15 April 2010. In contrast to the poor performance of TP Group, (i) since Mr Ratcliffe’s appointment in 2010, the Science Group share price has increased by 1,163.9% and (ii) between 1 January 2017 and 6 August 2021 (ie the same reference points as above for Mr McCree) the Science Group share price has increased by 179.9%. Mr Ratcliffe and Mr Bertram are experienced directors of listed companies who have a track record of delivering value to shareholders. If appointed, the experience of Mr Ratcliffe and Mr Bertram would add significant value to TP Group and benefit all TP Group stakeholders.
Science Group, the largest shareholder in TP Group, encourages all shareholders to vote in favour of the resolutions to (i) remove Mr McCree and Mr Warner-Allen as directors of TP Group plc, and (ii) appoint Mr Ratcliffe and Mr Bertram as directors of TP Group plc.
08 Sep 21. Rocket Lab Provides First Half 2021 Financial Results Update.
- Revenue of $29.5m, representing 237% Year-on-Year revenue growth, accompanied by an expansion in gross margins from negative 67% to a positive 13%.
- Increasing diversity in revenue, with Space Systems contributing 18% of total revenue in the period, compared to 3% in the prior year, accompanied with gross margins of 65%.
- Backlog grew 136% Year-on-Year to $141.4m as of June 30, 2021 as compared to backlog of $59.9m as of June 30, 2020.
Rocket Lab USA, Inc. (Nasdaq: RKLB) (“Rocket Lab” or “the Company”), a global leader in launch services and space systems, today reviewed financial results for the six months ended June 30, 2021, which were previously released in its 8-K filed with the U.S. Securities and Exchange Commission on August 31, 2021.
“In the first half of 2021, we continued our track record of consistent execution across launch and space systems, further establishing Rocket Lab as a new breed of end-to-end space company. This continues to be validated by our market and technology leading customers and industry partners in the form of further strengthening of contract backlog in the first half of 2021,” said Peter Beck, Rocket Lab founder and Chief Executive Officer. “Following the completion of our merger with Vector Acquisition Corporation on August 25, 2021, we’re well positioned to continue our expansion into space systems and further development of our 8-ton payload class Neutron launch vehicle to unlock the potential of space.”
First Half 2021 Business Highlights:
- Launched three missions in the first half of 2021, followed by a fourth in July 2021. The missions brought the total number of Electron launches to 21. The Electron launch vehicle has now deployed 105 satellites to orbit.
- Entered into a contract with Varda Space Industries to manufacture and operate three Photon spacecraft to enable in-space manufacturing.
- Entered into a contract with BlackSky Global for five Electron launches to support their constellation growth.
- Entered into a contract to launch a General Atomics Electromagnetic Systems (GA-EMS) developed Orbital Test Bed (OTB) Satellite.
- Entered into a study contract for a Mars mission that will see Rocket Lab develop two Photon spacecraft in support of the University of California, Berkeley Space Sciences Laboratory for a NASA science mission.
- Added Merline Saintil and Jon Olson, two seasoned Board members, to the Rocket Lab Board of Directors.
- Successfully recovered an Electron booster for the second time, further advancing the program to make Electron a reusable launch vehicle which will enable us to increase our launch cadence and reduce our cost per mission.
Since June 30, 2021 Rocket Lab also:
- Completed the merger with Vector Acquisition Corporation on August 25, 2021, began publicly trading on the Nasdaq (ticker: RKLB), and added Vector Capital CEO and veteran investor Alex Slusky to the Board of Directors.
- Entered into a contract with Kinéis for five Electron launches to deploy their entire constellation of 25 satellites.
- Signed launch services agreements to deploy satellites for Alba Orbital and Aurora Propulsion Technologies.
- Began construction on a new high volume production line capable of producing up to 2,000 reaction wheels per year to support a growing number of contracts with constellation customers.
About Rocket Lab
Founded in 2006, Rocket Lab is an end-to-end space company with an established track record of mission success. We deliver reliable launch services, spacecraft components, satellites and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space. Headquartered in Long Beach, California, Rocket Lab designs and manufactures the Electron small orbital launch vehicle and the Photon satellite platform and is developing the Neutron 8-ton payload class launch vehicle. Since its first orbital launch in January 2018, Rocket Lab’s Electron launch vehicle has become the second most frequently launched U.S. rocket annually and has delivered 105 satellites to orbit for private and public sector organizations, enabling operations in national security, scientific research, space debris mitigation, Earth observation, climate monitoring, and communications. Rocket Lab’s Photon spacecraft platform has been selected to support NASA missions to the Moon and Mars, as well as the first private commercial mission to Venus. Rocket Lab has three
launch pads at two launch sites, including two launch pads at a private orbital launch site located in New Zealand, one of which is currently operational, and a second launch site in Virginia, USA which is expected to become operational by the end of 2021. To learn more, visit www.rocketlabusa.com. (Source: BUSINESS WIRE)
08 Sep 21. Mirion Technologies Reports Fiscal Year 2021 Results.
- Fiscal 2021 GAAP revenue of $612m, up 27.9% from the prior-year period; pro-forma adjusted revenue increased 5.4% to $686m
- Fiscal 2021 GAAP net loss of $(158)m; includes $122m in non-cash interest expense related to shareholder notes payable to previous owners
- Pro-forma adjusted EBITDA of $173m, 18.4% higher compared to the prior-year period; Pro-forma adjusted EBITDA margin up 280 basis points to 25.2%
- Mirion reiterates fiscal 2022 guidance
- Proposed business combination with GSAH Corp II is expected to close in the fourth quarter of 2021, subject to satisfaction of closing conditions, including certain regulatory approvals
Mirion Technologies, Inc. (“Mirion”), a leading provider of detection, measurement, analysis and monitoring solutions to the medical, nuclear, research and defense end markets, today announced its fiscal year 2021 results.
Thomas Logan, Mirion CEO, said “I am pleased with our fiscal year 2021 results. We delivered solid growth and expanding margins despite the continuing global impact of the COVID-19 pandemic. In addition, we finished the year with continued demand and a strong backlog enhancing our visibility for the year ahead. For fiscal year 2022, we expect to deliver mid-single digit organic growth driven by our leading product portfolio, and augmented by disciplined acquisitive growth.”
Larry Kingsley, incoming Chairman4, said “Mirion is well positioned to continue to drive long-term growth and significant shareholder value. Tom and his team have done a great job in building leading positions across industries through a global footprint, featuring real technological differentiation, limited macro-economic sensitivity, and opportunities for sustained improvements over time. Coupled with a robust product portfolio, a strong R&D platform, and ample room for integration and efficiency initiatives, I am excited about the near and long-term prospects for internal and external stakeholders.”
- Fiscal 2021 revenue of $612m, up 27.9% from the prior-year period; pro-forma adjusted revenue increased 5.4% to $686m driven by resilient core market growth and continued success of key new product introductions.
- Medical revenues increased by 148.7% to $155.7m primarily due to the acquisitions of Sun Nuclear, Biodex, and AWST.
- Industrial revenues were $455.9m, up 9.7% from the prior year largely as a result of new product offerings in the Radiological Search, Measurement and Analysis Systems product group, favorable foreign exchange benefits and a small year-over-year benefit of the Selmic acquisition.
- Mirion continues to see medical end-market acceleration driven by normalizing demand trends off of pandemic lows, increasing share of wallet, and international growth opportunities; Industrial end market is seeing an increase in new construction sites, the restart of delay programs and progress in new nuclear countries.
- Fiscal 2021 net loss of $(158)m; Pro-forma adjusted EBITDA of $173m, 18.4% higher compared to the prior-year period, driven by higher volumes, cost discipline, materialization of M&A synergies and successful execution of strategic operational efficiency actions.
- Backlog as of June 30, 2021 was $716m inclusive of Biodex and Sun Nuclear acquisitions.
- Integration and efficiency initiatives related to the Sun Nuclear and Biodex acquisitions continue to progress as expected.
Mirion Reiterates Guidance5
Mirion reiterates its fiscal 2022 guidance consistent with guidance given in connection with the announcement of the proposed business combination:
- Pro forma adjusted revenue of approximately $723m, representing year-over-year growth of 5.4%
- Adjusted EBITDA of approximately $179m
Mirion has previously announced its entry into a business combination agreement with GS Acquisition Holdings Corp II (“GSAH”) (NYSE: GSAH), a special purpose acquisition company (SPAC), that is expected to result in Mirion becoming a publicly listed company.
Tom Knott, CEO of GSAH added, “We are pleased with Mirion’s fiscal 2021 results as we continue to work towards closing the proposed business combination. Mirion is a high quality, defensive business with a long operating history, strong cash flows, and multiple paths for continued growth and margin expansion. We remain confident in the short- and long-term potential of Mirion, as evidenced by our market-leading deferred promote structure,6 a $200m PIPE investment, and additional $125 m equity backstop.7” (Source: BUSINESS WIRE)
09 Sep 21. Further to its announcement on 18 August 2021, Seraphim Space Investment Trust plc (LSE: SSIT), a closed-ended investment company which invests in a diversified international portfolio of early and growth-stage Space Tech businesses, is pleased to announce the acquisition of the holding of Spire Global, Inc. (“Spire”) from the Seraphim Space LP (“Seraphim Space Fund”).
As set out in the IPO prospectus, following its IPO Seraphim Space will acquire four assets from the Seraphim Space Fund for newly issued ordinary shares in the Company. This acquisition represents the first of those transactions to complete.
Spire is one of the leading pioneers of the nanosatellite market with over 100 satellites operational today, creating one of the world’s largest multi-purpose satellite constellations, which it uses to source hard to acquire, valuable data and enriches it with predictive solutions. Key markets include global weather forecasting, maritime and aviation. Spire recently successfully listed on the New York Stock Exchange through a merger with NavSight Holdings Inc (NYSE: SPIR).
In accordance with the relevant sale and purchase agreement entered into at the time of the IPO, the Company has acquired for cash 1,105,520 shares in Spire valued at $10.2m and the partners of the Seraphim Space Fund have used all of this cash to subscribe for 7,418,890 new ordinary shares in the Company at a price of 100p per share. These new ordinary shares rank pari passu with the existing ordinary shares in issue. The valuation is based on the volume-weighted average price per share for the interests owned by the Seraphim Space Fund in Spire for the five days trading from and including the date of Spire’s listing.
As a result of this issue, the total number of ordinary shares in issue now stands at 185,833,452 and the total number of voting rights in the Company is 185,833,452. There are no shares held in treasury.
The above figure of 185,833,452 may be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.
Applications have been made to the Financial Conduct Authority (the “FCA”) and the London Stock Exchange (the “LSE”) for the admission of 7,418,890 new ordinary shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE. Admission is expected to take place at 8:00 a.m. on Friday 10 September 2021.
Mark Boggett, CEO of Seraphim Space (Manager) LLP, the Company’s investment manager, commented:
“We are very proud to be part of the Spire success story, a company we first backed in January 2017 through their Series B bridge round and then every subsequent equity round through to their $1.2bn merger, which was facilitated by Seraphim. Our conviction remains strong for this business, especially as the $265m gross proceeds raised by Spire will allow it to further accelerate the growth of its category-defining business”.
Will Whitehorn, Chair of Seraphim Space, commented:
“Spire is disrupting the $14bn weather data and forecasting market which is vital in the fight against climate change-induced extreme weather events. It is a superb example of how Seraphim Space is backing the category leaders who are collectively building the new digital infrastructure in the sky, delivering capability that will help us address global scale challenges”.
07 Sep 21. L3HARRIS Celebrates 100 Years In The UK. Over the last century, L3Harris has remained a fixture of technology leadership in the UK. In February, L3Harris received its Centenary Certificate from the UK’s Registrar Companies House office, which recognises and honours companies with 100 years of incorporation.
From King George V. to Queen Elizabeth II, and serving prime ministers from David Lloyd George to Boris Johnson, L3Harris’ presence in the United Kingdom (UK) has experienced many transformative years. The company began in 1921 with production solely focused on printed matter. Today’s capabilities span air, land, sea, space and cyber domains, with a focus on multi-domain integration.
“L3Harris in the UK and across the globe has an unrivalled track record in gathering, aggregating, analysing and securely disseminating data from a multitude of sources, from the most covert intelligence to freely available open source social media,” said Graeme Mackay, L3Harris Corporate Vice President and Country Executive – United Kingdom. “Helping support the UK’s local communities and armed forces for the last century is a significant milestone. We’ll continue to work with our 1,500 highly talented employees to further our partnerships and innovation in space, in the air, at sea and on land.”
Over the last century, L3Harris has remained a fixture of technology leadership in the UK. In February, L3Harris received its Centenary Certificate from the UK’s Registrar Companies House office, which recognises and honours companies with 100 years of incorporation. Receiving the Centenary Certificate represents the company’s commitment to the region and is a testament to L3Harris’ dedication to delivering capabilities that protect the armed forces.
Tactical Communications and Modernisation
Since 2001, L3Harris has supported the UK Ministry of Defence’s Bowman Tactical Radio Program as the worldwide leader in tactical communications. With 50,000 Bowman tactical radios currently fielded, L3Harris oversees one of the most important tactical communications projects in the country’s history. The company was recently awarded a five-year, logistics support/sustainment contract, with options to extend through Babcock International Group to provide support and maintenance for the tri-service fleet of in-service Bowman and Multi-Mode radios at its new facility in Farnborough.
“We look forward to supporting and delivering new capability and benefits to one of the key enablers in the LE TacCIS (Land Environment Tactical Communication Information System) programme with Bowman and Morpheus as we move into the future,” said Keith Norton, L3Harris Vice President, Communications Systems Europe.
The company has continually invested in significant research and development to enhance its tactical communications solutions.
“Many European nations are looking at refreshing their tactical communications systems in service from the ‘digitization era’ so right now there are a number of large modernization programs underway,” Norton added. “For example in Germany, Norway and the Netherlands – we are looking at how we can support them.”
Critical to these modernisation programs are L3Harris’ electronic warfare and cyber security technologies. As threats continue to rapidly evolve and diversify across domains, L3Harris ensures forces are fully equipped to stay ahead of adversaries with agile, integrated cyber and electromagnetic activity (CEMA) architectures and life-saving force protection built on open standards. The company’s rich heritage in Government Grade Cyber Security sees L3Harris ideally placed to secure the country’s most sensitive data, networks and assets.
L3Harris is also an industry expert in autonomous platforms. Its maritime solutions currently power the Royal Navy’s autonomous surface vehicle (ASV) technology, with over 100 ASV systems delivered to both defence and commercial customers. L3Harris remains a pioneer of marine digital control systems with four decades of engineering experience.
Autonomy isn’t limited to just maritime unmanned vessels. L3Harris has leveraged its knowledge from sea to air with combat unmanned aerial system drones. Unmanned aircraft, such as the FVR-90, have the capabilities of delivering cargo, data collection, aerial photography and attack capability during missions, reconnaissance and much more.
With these enumerated benefits, detecting and defeating malicious drone threats remains an issue when protecting domestic environments. L3Harris has developed multi-sensors and electronic warfare countermeasures in facilities in the UK, which provide increased situational awareness to protect against adversarial drone threats.
In aviation, L3Harris has a well-established presence in the UK. There were over 2,780 years of combined engineering experience alone innovating the Full Flight Simulator. Flight simulation training is imperative to develop the skills and knowledge required to operate commercial aircraft in all phases of flight and in all weather conditions. The company’s systems – and training operations in Europe and the United States – provide a safe environment for pilots to hone their skills.
Today, L3Harris is framed to support the commercial airline industry’s recovery after the COVID-19 pandemic. These flight simulators will have a significant impact ensuring the industry maintains the highest safety standards as airlines rebuild their operations.
L3Harris values its long-standing partnership with the Royal Air Force, proudly supporting its missions with RC-135 Airseeker reconnaissance aircraft that demonstrate proven reliability and performance. The RC-135 Airseeker offers near real-time on-scene intelligence collection, with analysis and dissemination capabilities. As the industry-leading provider of ISR and mission-critical solutions, L3Harris continues to deliver and sustain the highest-performing tools to address the Royal Air Force’s most sensitive missions in both traditional and rapid-response environments.
BATTLESPACE Comment: The Editor was privileged to work for the nascent ITT Defence (UK) from 1992-3 launching the Bowman radio under the leadership of Peter Bedwin and his team. The relationship, as our readers can see from the sponsorship, remains as strong today as it was in 1992!
07 Sep 21. Excelitas Technologies Completes Acquisition of PCO AG. Excelitas Technologies Corp., a leading industrial technology manufacturer focused on delivering innovative, market-driven photonic solutions, completed the acquisition of PCO AG, based in Kelheim, Germany on Friday, September 3, 2021. PCO is a leading manufacturer and innovator in digital imaging for a wide range of scientific and industrial applications.
“Excelitas is proud to add PCO to our expanding portfolio of sensing, illumination, and optical technologies. Globally recognized for its broad variety of superior camera systems that define the leading edge of imaging technology, PCO now provides our OEM customers with a deeper range of end-to-end photonic solutions in the life science and high-performance industrial markets,” said Michael Ersoni, Excelitas Executive Vice President, Commercial SBU.
“Over the past few decades, PCO has repeatedly set benchmarks in scientific camera development,” said Luitpold Kaspar, COO of PCO AG. “We take extreme pride in being the leading technological pioneer in the field of scientific CMOS cameras. We see this acquisition as an excellent opportunity to present our products more broadly through the extensive global reach of Excelitas Technologies. We look forward to a common path of growth with our new ownership and will continue to pioneer new benchmarks in camera technology.”
Excelitas acquired 100 percent of PCO AG shares from founder Dr. Emil Ott. PCO will continue to operate from its state-of-the-art manufacturing facilities in Kelheim, Germany, expanding both Excelitas’ technological scope, as well as geographic footprint in Europe, North America and Asia.
“We are convinced that in Excelitas, we have found a strong partner who – especially in the OEM business – complements our experience from over 30 years in high-tech camera development. We look forward to a successful cooperation that will manifest and strengthen our position in Kelheim and the world over,” said Alexander Gruenig, CTO of PCO AG.
The acquisition of PCO AG is the latest in a series of strategic acquisitions by Excelitas Technologies since its founding in 2010. It is the fourth such acquisition since Excelitas was acquired by AEA Investors (New York, NY, USA) in December 2017.
07 Sep 21. Meggitt tumbles as TransDigm says it won’t make an offer. Meggitt shares tumbled on Tuesday after US aerospace manufacturer TransDigm said it does not plan to make an offer for the London-listed defence and aerospace engineer.
TransDigm chairman W. Nicholas Howley said: “We have long admired and studied the Meggitt business and believed that a combination between the two companies could provide value to investors of both companies.
“However, based on the quite limited due diligence information that was made available and the resulting uncertainties, TransDigm could not conclude that an offer of 900p per Meggitt share would meet our long-standing goals for value creation and investor returns.”
Howley said that TransDigm and its advisers put “substantial” time, effort, resources and expense into evaluating a potential transaction.
“We reached a memorandum of understanding with the Meggitt Pension Plan trustees, arranged the necessary financing for the acquisition which we anticipated would position us roughly in the range of leverage levels that we have used historically for larger acquisitions, and communicated our willingness to make commitments to HM Government comparable to those offered by the other bidder for Meggitt.
“However, consistent with our disciplined approach to capital allocation, we make acquisitions only when we see a clear path to achieving our investment return goals with a reasonable degree of certainty.”
Meggitt announced last month that it had received an unsolicited takeover approach from TransDigm. This came just a week after the company agreed to be bought by US rival Parker-Hannifin for £6.3bn, or 800p a share.
31 Aug 21. Scott Ferguson’s Sachem Head builds stake in Meggitt. A fresh name has been added to the list of players looking to profit from the bidding war for aerospace and defence company Meggitt, with the Sachem Head hedge fund taking a stake of almost 1%. The Times reported that the fund, which was behind the push for Whitbread to sell its Costa Coffee business, has amassed the holding through derivatives. It comes after Meggitt agreed to the 800p-per-share takeover offer from US-based Parker-Hannifin earlier in August, before another American company TransDigm swooped in with an unsolicited 900p-per-share bid. The Takeover Panel in London gave TransDigm a 14 September ‘put up or shut up’ deadline to either make a formal offer, or abandon its bid. In 2018, Sachem Head made the first calls for Whitbread to offload its Costa operations after building a stake in the company, before activist investment giant Elliott jumped on the bandwagon. That pressure led to the Premier Inn owner selling Costa Coffee to the Coca-Cola Company for £3.9bn several months later. Sachem Head, led by managing partner Scott Ferguson, also built up a stake in security giant G4S amid the bidding war between Allied Universal and GardaWorld, which the former won in February of this year. The Times said Sachem Head had sold down its stake in Meggitt from a peak of 1.7% earlier in August, but said it was just one of several hedge funds looking to profit from the battle for the defence company. It named Davidsom Kempner, Pentwater and Farallon as being among the firms that have built up holdings recently. (Source: Sharecast)
06 Sep 21. China’s CETC, CASIC sign co-operation agreement. The China Electronics Technology Group (CETC) and China Aerospace Science & Industry Corporation Limited (CASIC) have signed an agreement to deepen co-operation on military technologies. The accord is the latest in a series of new alliances between China’s state-owned defence enterprises.
CETC said in a press release on 4 September that its agreement with CASIC will support greater collaboration on digital systems and electronics. This is likely reference to the development and integration of CETC products on board CASIC systems and platforms.
“The agreement is an opportunity to pursue new opportunities in digital transformation, to work together, explore, innovate, and jointly expand future aerospace developments,” said CETC. It added that the agreement will support China’s military and national efforts to develop defence industrial capability.
The press release did not elaborate on areas of strengthened collaboration. However, in the past the two enterprises have worked together on many projects, including the integration of CETC radars and other systems on CASIC platforms such as HQ-22 and FK-1000 surface-to-air missiles systems and unmanned aerial vehicles.
CETC is one of China’s biggest producers of defence electronics. Its revenues in 2019 were USD33bn. CASIC produces air and missile defence systems, short- and medium-range ballistic missiles, cruise missiles, hypersonic weapons, aerospace electronics, microsatellites, and an array of related subsystems and components. CASIC’s revenues in 2019 were USD41bn. (Source: Jane’s)
05 Sep 21. Pomerantz Law Firm Investigates Claims On Behalf of Investors of Astra Space, Inc. – ASTR. Pomerantz LLP is investigating claims on behalf of investors of Astra Space, Inc. (“Astra Space” or the “Company”) (NASDAQ: ASTR). Such investors are advised to contact Robert S. Willoughby at or 888-476-6529, ext. 7980.
The investigation concerns whether Astra Space and certain of its officers and/or directors have engaged in securities fraud or other unlawful business practices.
[Click here for information about joining the class action]
On August 28, 2021, an engine on an Astra Space rocket malfunctioned during a test flight, failing to fire and causing the rocket to veer sideways during an unsuccessful attempt to reach orbit.
On this news, Astra Space’s stock price fell $2.18 per share, or 18.68% percent, to close at $9.49 per share on August 30, 2021, the next trading day.
The Pomerantz Firm, with offices in New York, Chicago, Los Angeles, and Paris is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, the Pomerantz Firm pioneered the field of securities class actions. Today, more than 80 years later, the Pomerantz Firm continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered numerous multimillion-dollar damages awards on behalf of class members. See www.pomerantzlaw.com. (Source: PR Newswire)
06 Sep 21. Kleos secures A$12.6m to grow satellite constellation and Business Progress Update.
- A$12.6m placement to new and existing sophisticated and institutional investors
- Satellite constellation build-out secured and scale up of geolocation data-as-a-service offering
- Placement at A$0.85 per CDI, and three attaching options for every five CDIs
- Cornerstone investment by Perennial Value Management and Thorney Group
- Strong customer base and scaling of operations and core competencies
- Technology de-risked with constellation growing in volume and capability
- Commercial traction through building and converting pipeline
- Operations scaling to meet growing demand with significant investor and client engagement
Kleos Space S.A (ASX: KSS, Frankfurt: KS1), a space-powered Radio Frequency Reconnaissance data-as-a-service (DaaS) company, has secured A$12.6m m from new and existing institutional and sophisticated investors via a Placement of approximately 14.8m new CHESS Depositary Interests over Kleos ordinary shares (CDIs) at A$0.85 per CDI (Placement).
Proceeds from the placement will fund the launch of future satellite clusters and to scale up Kleos’ data-as-a-service offering.
The Placement includes a cornerstone investment of A$5m from Perennial Value Management
Commenting on the Placement, Kleos CEO Andy Bowyer said, “I am extremely pleased to welcome high-calibre institutional investors Perennial Value Management and Thornyey Group and the strong support we have received from new and current investors validates Kleos’ significant technical and commercial progress that is accelerating rapidly.”
Capital raise to continue constellation expansion, fund cluster four development,
launch & expand team to meet customer demand
Technology de-risked with the constellation growing in volume and capability:
- Cluster 1; Scouting Mission (KSM1); the four satellites are operating and collecting data with the evaluation data being delivered to customers
- Cluster 2; Vigilance Mission (KSF1); the four satellites are in orbit commissioning and are designed to deliver twice the data collect capacity of Scouting satellites
- Cluster 3; Patrol Mission (KSF2); the four satellites are in build for upcoming launch with SpaceX targeted for Dec 2021, with twice the payload capability of Scouting & Vigilance satellites
Commercial traction; building and converting pipeline:
- Over 170 qualified deals in the pipeline including:
o 69 Government agencies/entities,
o 26 Integrators and analytics tool vendors engaged to include data in their service offerings.
o 18 resellers across US, Europe, Japan, Australia, and Middle East countries on 4 continents & another 10 resellers in discussions
- Currently 48 signed evaluation contracts with customers
- In addition to the 170 Qualified leads there is greater than 50 unqualified leads ensuring a healthy funnel
Kleos is targeting 50 revenue generating data customers by the end of 2021/early Q1 2022, with annualised revenue of approximately US$7m.
Operations: Scaling to meet growing demand
- An experienced C Suite with global repute fully staffed.
- Active recruitment to facilitate transition to independent board to prepare for complementary listing
- Growth in Luxembourg, UK & USA engineering teams & customer satisfaction team to both meet customer needs whilst maintaining OPEX that facilitate achievement of EBITDA positive status rapidly.
- Monthly ‘Insights’ interview series has been launched,
o Episode 1: tackling the technology and satellites’ constellations with Kleos CTO
o Episode 2; unveiling the data-as-a-business model with Kleos CRO
o All episodes can be found here.
- Conference speaking
o Chief Revenue Officer Eric von Eckartsberg talking at Satellite 2021 in Washington DC on 9 September 2021
o CEO Andy Bowyer speaking at Gabelli Funds’ 27th Annual Aerospace & Defense Symposium in New York on 9 September 2021.
03 Sep 21. Italy’s Leonardo aims to list DRS unit when market conditions right. Italian defence group Leonardo (LDOF.MI) still aims to list its U.S. unit DRS when the right market conditions are in place, Chief Executive Alessandro Profumo said on Friday.
The state-controlled group postponed an initial public offering of a minority stake in DRS in March, due to uncertainty over U.S. defence spending and investors’ concerns about a potential rise in interest rates to fight a surge inflation. read more
“We have filed for the listing of DRS and we keep updating the documents for the IPO … when market conditions for a successful transaction are there, we will do it,” Profumo told reporters on the sidelines of an annual event in Cernobbio, on Lake Como.
The Italian group had offered 22% of DRS at a price of $20 to $22 per share.
“The valuation’s range for the unit remains unchanged,” Profumo said, adding the group could test the IPO market again, in the coming months.
Profumo said the group still planned to sell its small automation business and declined to comment on a possible disposal of its OTO Melara unit, which makes defence systems for ships.
A source familiar with the matter told Reuters last month that Italian shipbuilder Fincantieri (FCT.MI) was talking to Leonardo about a possible acquisition of OTO Melara. read more
Any tie-up between Fincantieri and OTO would require the approval of both the Italian government and state lender CDP, which is an investor in the shipbuilder, another source said.
Profumo also said Leonardo would present a plan for its Aerostructure business, which produces parts of aircraft for Boeing (BA.N) and Airbus (AIR.PA), by the end of the year.
The division has been suffering from a fall in demand and is expected to burn through cash this year as some of its plants are operating under their production capacity. (Source: Reuters)
01 Sep 21. Launching into space? Not so fast. Insurers balk at new coverage. An ever-swelling amount of space debris is threatening satellites that hover around Earth, making insurers leery of offering coverage to the devices that transmit texts, maps, videos and scientific data, industry sources said.
Thousands of new satellites are being launched into areas where orbital rubbish has been accumulating since early space missions nearly 65 years ago. The surging collision risks have left the handful of insurers that offer satellite coverage pulling back or exiting the market, executives and analysts said.
“This is a real issue for insurance,” said Richard Parker, co-founder of Assure Space, a unit of AmTrust Financial.
Over a year ago, the company stopped providing spacecraft insurance in the Low Earth Orbit (LEO) where most satellites operate. The few policies it has sold since then exclude collision damage.
“It may start to get difficult to get that type of coverage in the near future as more insurers realize that this is a significant risk that we can’t even get our arms around,” Parker told Reuters.
There are 8,055 satellites roaming Earth’s orbits, 42% of them inactive, according to Seradata, which tracks the statistics. Most operate in the LEO, which extends 2,000 kilometers, or 1,243 miles, beyond Earth.
The number of active satellites has jumped 68% from a year ago and more than 200% from five years ago.
Much of the new activity has come from billionaire Elon Musk’s SpaceX, as it expands its Starlink broadband network. read more
SpaceX did not reply to requests for comment. As a privately held company, it does not disclose whether its satellites are insured.
Other major companies including Google, Apple and Amazon also rely on satellites to transmit data, as do telecom providers, government agencies and universities working on space research, insurance sources said.
Space coverage has been a lucrative niche for insurers, which took in $475m in gross premiums to cover satellites, rockets and unmanned space flights last year and paid just $425m in losses, according to Seradata.
Space premiums are 10-20 times aviation premiums, said Peter Elson, CEO of insurance broker Gallagher Aerospace.
“This is a risky business in the first place,” he said.
MESS IN SPACE
The insurance dilemma underlines a greater problem: no one is
Government agencies track thousands of pieces of debris, including inside a “graveyard orbit” where old geostationary orbit (GEO) satellites are sent to die with their last bits of fuel, 36,000 kilometers, or 22,370 miles into space.
LEO satellites are much smaller than GEO satellites. Typically the size of a small refrigerator, they need $500,000 to $1m worth of coverage, far below the $200m to $300m for those in the GEO, industry experts said.
Historically, policies have protected devices against loss, failure or damage from launch through their orbiting life, but not revenue losses from outages. Operators could add liability coverage in case one satellite damages another or re-enters the atmosphere in a way that causes damage or injury on the ground.
About half of new satellite launches now have insurance, said Denis Bousquet, an executive in AXA XL’s space business. Industry sources expect more policies to exclude collision coverage and fewer satellites to have insurance at all.
“The concentrations of debris and increasing numbers of satellites being deployed are increasing the potential for collision,” said Charles Wetton, underwriting manager for space policies at insurer Global Aerospace.
Only 11 spacecraft have suffered a partial or total failure due to suspected debris strikes over the past decade, according to Seradata, making insurer worries largely theoretical for now.
Yet because insurers predict risks over the life of current and future policies, space underwriters fret over doomsday scenarios years ahead.
Wetton cited the possibility of a “Kessler effect,” named for NASA space debris expert Don Kessler who developed the theory in 1978. It anticipates LEO becoming so crowded that there is a cascade of collisions.
There are no signs such a situation is imminent, but it would render entire orbits uninsurable, Wetton said.
Assure Space’s Parker said he is confident a major collision will occur within the next three years, rendering insurance nearly impossible to obtain.
New insurers may enter the market to alleviate supply-demand strains. Until then, industry experts said companies, universities and government agencies will likely bear more financial responsibility.
Taxpayers also may also end up on the hook more often.
In June, the Export-Import Bank of the United States (EXIM), approved $80.7m in financing for a SpaceX launch as well as a launch and in-orbit insurance for Spanish communications network Hispasat SA.
“The availability of EXIM’s financing enables SpaceX and other U.S. exporters to remain competitive,” said EXIM Acting First Vice President and Vice Chairman James Cruse. (Source: Reuters)
TCI International, Inc., is a wholly-owned subsidiary of SPX Corporation. TCI provides turn-key solutions for spectrum management and monitoring, direction finding, geolocation and communications intelligence to civilian, government, military and intelligence agencies as well as antennas for communications and high-power radio broadcasting. TCI is headquartered in Fremont, California, USA. For more information, visit www.tcibr.com.