Good morning, ladies and gentlemen. Welcome to MDA Space Conference Call and Webcast. This call is being recorded on April 1, 2025, at 10:00 A.M. Eastern Time. Following the presentation, we will conduct a question-and-answer session. Instructions will be provided at that time for you to queue up for questions. For those viewers listening via webcast, please note that the company will be using a presentation which can be found on the Investor Relations section of the company's website. If anyone has any difficulties hearing the conference, please press star zero for operator assistance at any time. I would now like to turn the conference call over to Shereen Zahawi, Head of Investor Relations at MDA Space. Please go ahead.
Thank you, Operator. Good morning, and thank you for joining our call and webcast. Today, we will discuss our recent announcement regarding our agreement to acquire SatixFy Communications Limited. Joining me on the call is Mike Greenley, our CEO, and Guillaume Lavoie, our CFO. Mike will share some prepared remarks before taking your questions. I would like to remind you that today's call will include forward-looking statements which may differ from actual results. Please review the cautionary language in today's press release and public filings regarding various factors, assumptions, and risks that could cause actual results to differ. We undertake no obligation to update or revise any of these statements except as expressly required by applicable law. In addition, during this call, we may refer to certain non-IFRS financial measures.
Although we believe these measures provide useful supplemental information about our financial performance, these measures do not have any standardized meaning under IFRS, and our approach in calculating these measures may differ from that of other issuers and therefore may not be directly comparable. Please see the company's quarterly report and other public filings for more information about these measures. It is my pleasure to turn the call over to Mike.
Thank you, Shereen. Good morning, everyone, and thank you for joining us today. As Shereen mentioned, today we are pleased to announce that we've entered into a definitive agreement to acquire SatixFy Communications Limited, a buyer of next-generation semiconductors and solutions for the space and satellite communications value chain. This transaction is expected to further enhance our end-to-end satellite systems offering as demand for next-generation digital satellite communications continues to accelerate. The addition of SatixFy to the MDA Space family is aligned with our strategy of leveraging M&A to augment our existing capabilities, particularly in the area of satellite systems, and accelerate our technology roadmap as we look to expand our presence in the growing digital satellite market. MDA Space will acquire all outstanding ordinary shares of SatixFy for U.S.
$2.10 in cash per share, representing a 75% premium to SatixFy Communications' closing price on March 31, 2025, and a 52% premium to the 30-day volume-weighted average price as of March 31, 2025. The purchase price represents an equity value of approximately $193 million, or CAD 278 million. MDA Space also intends to retire SatixFy Communications' existing debt of approximately $76 million immediately upon closing. The transaction represents a total cash consideration of approximately $269 million, or CAD 387 million. We plan to finance the transaction through a combination of cash on hand and drawing on our revolving credit facility. It will result in a pro forma leverage of approximately 1.2x net debt to last 12-month adjusted EBITDA as of Q4 2024. The acquisition is expected to close in the third quarter of 2025, subject to customary closing conditions and regulatory approvals.
From a financial perspective, vertically integrating SatixFy Communications' space chips, along with other initiatives such as the elimination of public company costs, are expected to make this transaction accretive to MDA Space's adjusted earnings in 2027, our second full year of ownership. We also expect to realize some cost savings in our first year of ownership. For this year, we don't expect this transaction to have a material impact on our recently issued 2025 financial outlook. I'm just going to spend a few minutes talking about SatixFy Communications. Founded in 2012, SatixFy Communications develops next-generation semiconductors and end-to-end solutions serving the satellite communications value chain. SatixFy Communications' technology enables satellite broadband delivery based on a proprietary chipset to significantly improve satellite performance and cost. The company has invested approximately U.S.
$270 million in research and development today and boasts a differentiated technology portfolio including 60 patents issued and pending, as well as a talented and largely specialized technical employee base of approximately 165 people globally. SatixFy Communications' technology offering includes space chips and products, as well as ground products. The company has developed advanced lines of modem and antenna chips that enable critical functions for satellite communication systems. Other SatixFy Communications products include user terminals and gateways, which are based on its proprietary chips and ASICs. The company's chips are based on technology designed to meet the requirements of a variety of satellite communication applications, primarily for low Earth orbit or LEO, medium Earth orbit or MEO, and geosynchronous orbit or GEO, satellite communication systems, as well as Aero and in-flight connectivity systems.
This allows it to serve a diverse customer base, including satellite operators, manufacturers of satellite communication systems, airlines, and other connectivity service providers. SatixFy technology plays a key role in enabling some of the transformations taking place within the satellite communications market as we experience growing demand for ubiquitous connectivity and the emergence of the always-on model. In recent years, we have seen the emergence and proliferation of low and medium- Earth orbit constellations as an efficient solution to address connectivity needs for various applications, including broadband internet, direct-to-device communications, and the Internet of Things. We've also seen a transition from analog to digital satellites to improve satellite functionality and reduce CapEx and operating costs.
MDA Space is a leader in offering digital satellite solutions for LEO constellations through our MDA Aurora software-defined digital satellites, which are being used for Telesat Lightspeed and the recently announced Globalstar next-generation LEO constellations. These satellites embed modern design architectures, including onboard processing, beam hopping, and signal regeneration, which result in improved capacity and network utilization, efficient resource usage, lower power consumption, and better geographical coverage. SatixFy chips enable application-specific functionality and define the capabilities of the communication systems in which they are integrated. For example, SatixFy's satellite payload chips are designed for LEO, MEO, and GEO satellite applications and are fundamentally flexible, enabling the transmission of large amounts of data supporting the full range of satellite communication opportunities.
The chips have a digital regenerative onboard processing capability that enables satellite interconnectivity, separate handling of communications coming from the ground and communications transmitted from the satellite to the ground, while ensuring more effective use of the communication bandwidth, which improves system performance. For MDA Space, the acquisition of SatixFy Communications adds complementary technology and a rich IP portfolio, enabling end-to-end—sorry, lost my place. Where did I get to there?—enabling end-to-end satellite communication solutions. It combines our technology and capabilities in digital LEO and MEO satellites, such as dynamic direct radiating antennas and modular onboard processors, with SatixFy chips to offer in-house developed satellite payload solutions, allowing us to enhance our value propositions to our customers. It also allows us to leverage SatixFy Communications' ground products, such as terminal chips, to expand our offerings into new markets, including ground terminal solutions.
The transaction also adds differentiated technology that we've had the opportunity to evaluate thoroughly over the years, given our long-standing relationship with SatixFy Communications. MDA Space and SatixFy Communications work together to advance our digital satellite technology solutions, and our teams are well acquainted and highly complementary. Additionally, this is our second transaction with SatixFy Communications. MDA Space acquired the U.K.-based digital payload division of SatixFy Communications in August 2023, a transaction that helped accelerate our market expansion in the U.K. and added strategic capability to produce satellite payloads. Our strong familiarity with the SatixFy Communications business and team will help our integration efforts post-transaction close. In summary, this transaction is aligned with our strategy of leveraging M&A selectively to supplement our strong organic growth profile, particularly in our satellite systems business, and allows us to enhance our digital satellite offering as the market transitions from analog to digital technology.
Today's acquisition also adds a highly specialized and complementary technical team with a strong operational fit with our culture. Finally, the acquisition helps align the technology roadmap for our LEO and MEO software-defined digital satellites to ensure our next-generation satellite products continue to meet the evolving needs of our customers. With that, as some additional background, we can now open it up to questions, Operator.
Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press the star followed by the one on your touch-tone phone. Should you wish to cancel your request, please press the star followed by the two. If you are using a speakerphone, please lift a handset before pressing any keys. Just a reminder, may we please ask everyone to ask only one question and one follow-up? If you have more questions, kindly rejoin the queue. Your first question is from Thanos Moschopoulos from BMO Capital Markets. Your line is now open.
Hi, good morning, and congrats on the transaction. You commented that you don't anticipate a material impact to 2025 and that it'll be accretive to 2027. I don't know if you want to comment on 2026, whether there would be a material impact in either direction on 2026 EPS or EBITDA. Any comments on that?
I don't think there'd be any material impact. I think that—oh, there's Guillaume. Go ahead, Guillaume.
Sorry, thank you. Good morning, Thanos. No, there's no material impact to our earnings in 2026. In fact, for 2025 and 2026, the transaction is sort of neutral-ish to our EBITDA, and it doesn't change, again, as Mike stated, our 2025 guidance. We expect that transaction to be accretive for us on an EBITDA basis and also on a net income basis starting in 2027. That is like two years after us owning the business.
Great. Mike sort of touched on it, but I presume the main reason you're buying this is for the on-orbit technology. You alluded to the opportunity in the ground segment as well. Maybe just expand in terms of how this positions you in that segment and what your thoughts are for the growth of that business going forward for the transaction.
Yeah, the key thing is it gives us certainly optionality in terms of a more complete digital solution. As the space networks are becoming more digital, the linkages between the digital satellite, the digital ground station environments, and then the network software itself all work together in very important ways to be able to have a software-defined space network operate. For us, it creates nice opportunities. We are definitely differentiated in the digital satellite today with our MDA Aurora product using the SatixFy chips. We will obviously, with this acquisition, be able to accelerate that differentiation to remain ahead to ensure that our roadmaps continue to push ahead of the market in terms of high-performing digital satellites. With the other technologies that SatixFy is involved in, we will have opportunities to consider what the full network looks like moving forward into the future.
It is going to create new opportunities for us to consider that using their technologies to have a more complete digital space network solution as we advance our roadmaps moving ahead.
That's great. I'll pass the line. Thank you.
Thank you. Your next question is from Konark Gupta from Scotiabank. Your line is now open.
Thanks. Good morning, Mike and Guillaume. Just maybe first question, in terms of timing, why the acquisition of full SatixFy now, not when you acquired the payload division?
For us, it was more of a one step at a time activity in terms of acquiring elements into our business that made the most sense at the time. Acquiring the payload division as a first step as we were expanding into digital satellites, coming into our first digital satellite offering, that made sense. It was the right- size bite to take.
As we've continued to accelerate and expand our success with the launch of the MDA Aurora product, with the win of additional digital satellite constellations, with the strengthening of our pipeline and confidence of being able to move forward with this offering at scale as we complete our advanced manufacturing facility, as you all know, which will allow us to get to two satellites a day a year from now, it made more strategic sense to be able to also pick up the chip technology and ensure that we remained differentiated as we headed into the future. In addition, from a financial perspective, we're obviously in a better position to consider acquiring the entire business right now. When we first acquired the payload division, that was at a time when we still had some debt that we were working off.
Its been very important to us to very systematically say what we are going to do and do what we are going to say. We continued to advance our offering in the market. We continued to advance our position. We continued to get into a net cash positive position, and we continued to advance our paying down our debt to become a deliberative business. That put us in the position to then have free resources to be able to do things. One of the first things that makes sense for us to do with those resources would be to do this: to secure our supply chain, an element of our supply chain, become a bit more vertically integrated in digital satellites, which will absolutely improve our differentiation and competitiveness as we move forward.
Yeah, that's great. I appreciate the answer. Just as a follow-up, given the situation that we are kind of into right now, I think SatixFy Communications seems to have some operations in the U.S. Is there a way for you guys to leverage their U.S. operations to expand in the U.S. with local manufacturing or local capabilities, or that would be through some other greenfield or acquisition opportunities?
I think that would probably be through some other mechanism. I think we want to bring SatixFy Communications into the overall satellite systems business to be able to have a really strong chip and advanced technology roadmap and production capability. That works out well for us. As we've mentioned on previous conversations, the overall sort of tariff discussion we feel is a very manageable situation right now. We're not concerned about that at the moment. We do, though, however, look at the markets, and we look at opportunities. We've often discussed the United States or Europe as locations where it may make sense for us to become more present, to be able to do more advanced manufacturing in those regions, to open up primarily government pipelines in those regions.
We will continue to look at that geographic expansion idea as our second reason to consider M&A.
Makes sense. Perfect. Thank you so much, Mike, Guillaume. Thank you.
Okay. Thank you.
Thank you. Your next question is from David McEachern from Cormark Securities . Your line is now open.
Great. Congratulations on the transaction. A couple of questions, if I may. Does the SatixFy chip, as it is right now, does that take you to your next-gen digital LEO, where I think you wanted to have 4,000 beams coming out of that, or does SatixFy need to continue to spend on R&D to build their next-gen chip to be able to do that?
Yeah. I would not be throwing around beam numbers as targets. We will certainly get into the thousands we expect into the future, for sure. I think that we are seeing with the current generation of chips and the associated satellite design that we can definitely get into some very high-performing satellites. I think to meet our goals, though, to your point, David, to meet our objectives as a company, we want to move on to a next-generation chip for sure. I think we have seen what we can all produce now and certainly feel very comfortable and confident in the competitive landscape over the next couple of years.
As we look forward into the future, we will always want to be advancing the capability of our processing and the capability of our digital satellite so that we can increase the number of beams and also increase the performance of the dynamic beamforming systems that we're operating. We will be looking to a next-generation chip in the future to be able to do that. That was part of our calculus in doing this deal as we worked through all the different options in terms of make versus buy or other alternatives to buy. The definite best solution we felt was to acquire SatixFy Communications. It gave us the best competitive situation today and the biggest leapfrog forward as a team that's used to working together to be able to then be working on that, start working on that next-generation chip.
Okay. Given you're acquiring the company, you've looked under the hood, obviously, on this. Can you confirm that Apple was the purchaser of a $20 million order for SatixFy chips last summer?
I can't confirm that. No. No. Not right now. No, I can't confirm that. No.
Okay. I see there's a go- shop period. You have the ability to match, right, if a superior proposal comes forward?
Correct. Yeah, that's correct. That gives them their opportunity to ensure that they're getting great value here and that we do have the opportunity to match. That's correct.
Okay. Lastly, can you tell us what the break fees are in the deal?
I think so. Guillaume, do you want to talk to that?
Yes, no problem. It is $5 million for SatixFy Communications within the go- shop period, and after, it would be $10 million, David.
Okay. Okay. Thank you.
Thank you once again. Please press four, one, if you wish to ask a question. Your next question is from Benoit Poirier from Desjardins Capital Markets . Your line is now open.
Yeah. Good morning, Mike. Good morning, Guillaume, and congratulations for the transaction this morning. When we look at the SatixFy, they've been experiencing some delays in the past. So I would be curious to know about what is going to be your first priority. Would it be to speed up some deliveries, or could you provide some details about synergies and where do you see the greatest opportunity in terms of cost reduction initiatives, whether it's in terms of R&D, SG&A? Sure. I think the most important focus item as we get going on this transaction post-close will be execution, making sure that the chips and the technologies that need to be produced and delivered on existing customers, existing contracts, existing satellites absolutely get executed as quickly and efficiently as possible to the highest performance possible. That's absolutely our focus.
We're not going to get distracted by roadmaps and generation 2s and generation 3s without ensuring that we absolutely execute on the work that we have today. That's definitely going to be our priority moving forward. On your question about cost- cutting, this is not a cost-cutting exercise. This is very much a bringing two technology groups together in an integrated fashion so that we can have a very differentiated digital satellite product. I think that the stability that MDA Space brings as a larger corporation to the SatixFy community, which is more of a starting up and growing up company, it places them in a very, very stable position in a community of folks all involved in building digital satellites and digital networks, which will allow them to have that focus. They don't have to focus on orders and surviving and growing.
They need to focus on absolutely doing a great job in delivering. I think that's going to be an excellent opportunity for everyone as a result of the transaction. Cost- cutting is not a focus. There will be some cost savings, which were mentioned, which are primarily coming from SatixFy Communications, which is currently publicly traded, not having publicly traded costs anymore. Otherwise, we'll be absolutely laser-focused on execution.
Okay. Perfect. For the follow-up question, Mike, could you maybe provide some details about the rationale for valuation given MDA is already an important customer of SatixFy Communications?
Yeah. There's certainly tremendous value there for us. If you look at the fact that SatixFy has invested over $270 million in research and development over the last several years. If you look at what the make-buy alternatives would be for us, we feel this is very solid value to acquire at this price compared to both the time it would take to do an internal design to be able to then get on our own roadmaps.
This accelerates and is very cost-effective in terms of all of that for us into the future. If you look at the gross margin improvements that can come from not buying the technologies, but now just having them internally within the business, all of that works out well. The valuation stands up well, which is why it is largely, like we have been saying, neutral in 2025, 2026, and then for sure accretive in 2027.
That is really just based on our normal conservatism where we are basing it off the volumes of chip productions and satellite productions that we see today. Obviously, if we start to see even higher volumes of orders come through, then accretiveness, really material accretiveness, comes even faster because we are using more of the technology. We are just being nice, solid, and normal MDA Space conservatism saying that it is largely a neutral thing in 2025, 2026, and definitely accretive in 2027. If we start to see large volumes coming through, the accretiveness will pick up even quicker.
Okay. That is great, Caller. Thank you very much. Okay. Thanks.
Thank you. Your next question is from Kristine Liwag from Morgan Stanley. Your line is now open.
Hey, good morning, everyone. I mean, Mike, thank you for that color on the valuation to get to the 2027 accretive from the deal. I guess a few questions. You've mentioned that the cost savings that you have are from having this internal. Can you provide any color in terms of what percentage of SatixFy's revenue is for you, MDA? Also, are there any sort of conflicting options where you have their current customers that happen to be competitors of yours in some areas, but also partners? How should we think about the other revenue that they have for outside customers outside of MDA, and what's factored into your estimate of getting to be earnings accretive by 2027?
Yeah. I think that we don't have any strategic conflicts. That doesn't exist when you look at the customer base and who they're currently committed to engaging to. We're going to ensure that those commitments are all made. Yeah, we don't have any conflicts come out of there. I don't feel I should be commenting on the percentage of their percentage of the revenue that comes from us versus others. We should probably just keep that as a non-discussed item at the moment as we go through the process of closing our transaction and getting to the finish. Yeah, we definitely don't see any confusion there. In terms of looking at how did we calculate accretiveness in 2027, like I say, it's just really based on volume.
You have a situation now where there'll be some cost reduction in the enterprise as it doesn't need to be a publicly traded company anymore. We have a gross margin pickup because we're not paying prices to an external entity. We're now just picking up the actual cost of chips and stuff ourselves. We have a bit of a gross margin pickup. The level of accretiveness, really, it's just based on the volume. Like I say, we're playing a conservative in 2025, 2026 based on our current contracts we've announced and the work that we've got with the expectation that we'll be able to pick up production rates and usage rates of SatixFy technology as we really get into higher volume satellite productions in 2027 in our current activity production plans.
Like I say, if we start picking up some other additional constellation orders, if our pipeline clicks into gear a bit here, then it'll be more powerful for us financially quicker.
I see. As a follow-on, I mean, you've previously suggested using M&A to vertically integrate suppliers, and you're executing that strategy now. When you look at this deal, I mean, the multiple you paid is 15x on 2024 revenue, about a 75% premium. When we think about your acquisition strategy, is this kind of the valuation range that you're willing to pay? How should we think about value?
Yeah. I think that each deal is different. We have a few things where there's some small technology things that we might need to pick up that it would not be at all at this type of valuation. Just to be able to ensure, like we've said, and secure in our pipeline that we've got control over our roadmaps. Some of those could be just a licensing deal. Some of those could be a small acquisition. This is probably a bit of a larger acquisition within the supply chain of a very key differentiated technology that it would be, like I said, very expensive to take on in a make-buy scenario. It represents good value at this multiple for the size of impact it has on our business. There would be a full range of values to be expected.
We will always look at acquisitions to ensure that they're accretive to our business. That is part of what we look at. In this case, it is that, but it's also the key technology differentiation that is the most important thing here. The synergies that will come not from cost savings, but from revenue synergies, and the order book potential of the differentiated technology is really the key driver.
Thank you for the color. Thanks.
Great. Good to hear your voice back in the community. How are you doing?
All good. Happy to catch up offline and share some pictures of the new baby.
Awesome. Way to go. All right. See you.
Thank you once again. Please press star one if you wish to ask a question. Your next question is from Stephen Stackhouse from RBC Capital Markets. Your line is now open.
Hey, Mike. Just wanted to follow up on one of those most recent questions there. In the most annual filing, it looks as though Telesat and MDA combined for over 50% of the company's revenue in 2023. I just wanted to kind of figure out how thinking of that looks for incremental bookings in terms of some of the revenue synergies that you were just highlighting.
Sorry. In terms of which kind of bookings?
Just on the go forward, how you think about it for other customers and other organic synergies that you think that you can expand on?
Yeah. We definitely have a lot of opportunity moving forward. We talk about a $13 billion-$15 billion pipeline for our MDA Aurora product in the marketplace. That pipeline are specific customers that we are talking to, delivering quotes to, working through opportunities with that could hit over the next five years. There is a significant amount of volume there that is potential for us coming into the future. I think that in those competitions, you have a few dynamics. The ability for us to now have this technology coming in-house, which makes us extremely confident in our pipelines, extremely creative, and the ability to differentiate opportunities, especially in the out years in our pipeline, is strengthened as a result of this acquisition.
The sort of probability of win, I would say, in our $15 billion pipeline is increased as a result of having this because of having a further differentiated digital satellite. We're already differentiated. We're already in the lead, we feel. It just allows us to ensure we stay ahead, and maybe, hopefully, I would expect us to even get a little bit further ahead with this acquisition.
Maybe just one other to follow up on the production ramp. I can certainly appreciate that SatixFy is very much in the growth stage of their company life. But can you put any parameters around the production ramp in terms of their chips? Very similar to how we kind of talked about two a day in terms of production on satellites. Is there any kind of production or target goals that you can kind of outline to us?
I don't have numbers at the chip level yet. I haven't got all that in my head properly. But I know that in our relationship with SatixFy Communications over the last 18 months, certainly, we have been very transparent with each other in terms of us talking about our pipeline, us talking about the levels and ramps that we would be looking to them for in terms of chips to be able to feed our digital satellite expectations, them communicating with us about their ramp-ups in capability for chip production. We are in sync and are transparent with each other. We are comfortable that SatixFy Communications is with us in terms of our ramps at the satellite level that we talk about. There's no concern there.
Of course, we're even more comfortable that if we picked up the pace a bit, we'll be able to now really ensure that the chip side's keeping up with us as having SatixFy as part of the company.
All right. Awesome. Appreciate the call today. Thanks.
Okay. Thanks.
Thank you. Your next question is from Logan Fraser from Samara Capital. Your line is now open.
Hey, thanks for taking my question here. I kind of wanted to ask about potential regulatory approvals needed for this deal. I think in particular, you guys mentioned the vote will be in Q2, but was expected in Q3. Do you expect any regulatory approvals to kind of carry on after the vote?
Yeah. It's normal. There's the normal shareholder stuff. Then there's the, yeah, the various governments have to be able to, in each of the countries involved, they would have operations in multiple countries. You have to get your nod that you're picking up legal entities in various nations that come with any deal. There's no concerns there. It's just work to be able to get through.
Thanks.
Okay.
Thank you once again. Please press star one should you wish to ask a question. There are no further questions at this time. I will now hand the call back to Mike Greenley for the closing remarks.
Okay. Thanks very much for the dialogue today, folks. It's an exciting day for us. We're very excited about the SatixFy acquisition. It's really just positive news all around. As we've been talking about, we're looking at opportunities to secure our supply chain to make sure we're in control of our differentiated technical roadmaps moving forward into the future. SatixFy definitely does that. It makes us more powerful as a digital satellite competitor in the marketplace. Financially, we're in a good spot. No change to guidance. Neutral this year and next, at best, or at worst, I mean. Heading towards definitely accretive influences as we pick up the volumes. Our cost of goods sold declines with all this core technology now inside the company. Very positive moment for us. The teams are excited to be able to get closer together.
We've just got to live through this closing period like always has to happen in these deals. We will be very excited to get to the other side of this one. Thanks for your time today. Look forward to talking to you in the future.
Thank you. Ladies and gentlemen, the conference has now ended. Thank you all for joining. You may always disconnect your line.