Spire Global, Inc. Completes Acquisition of exactEarth Ltd.

  • Combined company is a global leader in the space-based maritime data and analytics Industry.
  • Spire gains approximately $18m ARR, 150+ customers, vast historical AIS database, and real-time data solutions.

VIENNA, Va. & CAMBRIDGE, Ontario (Spire Global PR) – Spire Global, Inc.. (NYSE: SPIR) (“Spire” or “the Company“), a leading provider of space-based data, analytics and space services, announced today it has successfully completed its previously announced acquisition of exactEarth Ltd. (TSX: XCT) (“exactEarth“), a leading provider of global maritime vessel data for ship tracking and maritime situational awareness solutions, by way of a plan of arrangement (the “Arrangement”), following the completion of all closing conditions. The Arrangement, which was announced on September 14, 2021, was approved by exactEarth’s shareholders at a special meeting held on November 18, 2021 and exactEarth obtained a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement on November 22, 2021.

Under the terms of the transaction, Spire acquired all of the outstanding common shares of exactEarth (the “Shares“) through its wholly-owned indirect subsidiary Spire Global Canada Acquisition Corp. (the “Purchaser“) for CAD$2.5009 (approximately US$1.9592, based on the Bank of Canada’s CAD/USD exchange rate of 0.7834 on November 29, 2021) in cash and 0.1 share of Spire Class A common stock for each Share held. With the completion of the acquisition, exactEarth common shares will be de-listed from the Toronto Stock Exchange as of the close of trading on or about December 2, 2021.

“We are excited to welcome the exactEarth team to the Spire family. Together, we will continue to drive the digitalization of the maritime industry through providing our customers with innovative, actionable data solutions that have meaningful impact on businesses, society, and the planet,” said Peter Platzer, Spire’s Chief Executive Officer.

Now that the acquisition is complete, Spire will work with the exactEarth team to ensure a seamless experience for exactEarth’s 150+ customers, representing approximately $18 million in ARR. During Spire’s Q3 2021 earnings call, the Company gave guidance for its 2021 year-end of $48.6 million to $52.0 million in ARR and a range of 225 to 242 ARR solution customers. This guidance did not factor in the transaction. Over the coming months, the two teams will also be focusing on fostering a smooth transition for exactEarth’s experienced sales and product development team as well as the rapid integration of exactEarth’s historical database to accelerate artificial intelligence- and machine learning- driven product development.

“Our team has always strived to stay at the forefront of the maritime industry, providing our customers with timely data insights to best manage their businesses and missions,” said Peter Mabson, exactEarth’s Chief Executive Officer. “​Joining forces with Spire significantly extends our reach within the maritime industry and will allow us to offer a wider and richer set of advanced data and analytics to our customers around the world. We believe Spire’s fully-deployed constellation, expertise across multiple verticals, and cutting-edge proprietary technology position us well for growth sitting at the crest of the new space economy.”

exactEarth is now a fully-owned subsidiary of Spire and will continue to operate from Cambridge, Ontario, Canada under the leadership of Mr. Mabson, reporting directly to Mr. Platzer. As such, exactEarth will submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate exactEarth’s public reporting requirements.

The full impact of the transaction will be reflected in the guidance provided for FY 2022 during Spire’s Q4 2021 earnings call.

Required Early Warning Report Information

Following completion of the Arrangement, Spire has beneficial ownership and control over 100% of the issued and outstanding Shares. Prior to the Arrangement, the Purchaser held no Shares.

This press release is being issued, in part, pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers which requires a report to be filed under exactEarth’s profile on SEDAR (sedar.com) containing additional information respecting the foregoing matters. You may also contact Hillary Yaffe at ir@spire.com1 to obtain a copy of the report.

Information for exactEarth Shareholders

Registered holders of exactEarth shares are reminded that they must properly complete, sign and return the Letter of Transmittal, along with their share certificate(s), to Computershare Investor Services Inc., as depositary, in order to receive the cash and share consideration they are entitled to under the transaction. Holders of exactEarth common shares who hold their shares through a broker, investment dealer or other intermediary should carefully follow the instructions provided by such broker, investment dealer or other intermediary.

About Spire Global, Inc.

Spire (NYSE: SPIR) is a leading global provider of space-based data, analytics, and space services, offering access to unique datasets and powerful insights about Earth from the ultimate vantage point so that organizations can make decisions with confidence, accuracy, and speed. Spire uses one of the world’s largest multi-purpose satellite constellations to source hard to acquire, valuable data and enriches it with predictive solutions. Spire then provides this data as a subscription to organizations around the world so they can improve business operations, decrease their environmental footprint, deploy resources for growth and competitive advantage, and mitigate risk. Spire gives commercial and government organizations the competitive advantage they seek to innovate and solve some of the world’s toughest problems with insights from space. Spire has offices in San Francisco, Boulder, Washington DC, Glasgow, Luxembourg, and Singapore. To learn more, visit spire.com.

About exactEarth

Founded in 2009 and now fully-owned by Spire (NYSE: SPIR), exactEarth is a leading provider of global maritime vessel data for ship tracking and maritime situational awareness solutions. The company maintains a sophisticated data infrastructure that collects and processes AIS data from its 60+ high performance payloads in-orbit, combines it with terrestrial data, and delivers it to customers in near real-time through one of its four subscription products. exactEarth has over 150 customers, including significant penetration within various governments. The company maintains an experienced and talented group of sales and product development personnel with deep maritime expertise. To learn more, visit exactearth.com.