FLYHT Aerospace Solutions Ltd. ("FLYHT" or the "Company") (TSX-V:FLY)(OTCQX:FLYLF) is pleased to announce the closing of its previously announced court-approved plan of arrangement (the "Arrangement") under the Canada Business Corporations Act wherein FLYHT has been acquired by Firan Technology Group Corporation (TSX:FTG)(OTCQX:FTGFF) ("FTG"), a global corporation providing solutions for aerospace and defense electronic products and sub-systems.
"We are thrilled to complete this transaction with FTG, which marks an exciting new chapter for FLYHT." said Mary McMillan, Interim CEO and Executive Chairman of FLYHT. "By joining forces with one of the world's leading suppliers of aerospace and defense electronic products, we are well-positioned to accelerate our growth initiatives and better serve our customers. This union will benefit airlines and national weather agencies worldwide by ensuring that they have the right solutions to meet the communications and environmental challenges they are facing today."
Brad Bourne, President and CEO, FTG Corporation stated "We are thrilled to have successfully completed the acquisition of FLYHT and we are confident that FLYHT will be an important part of FTG's future. As we had previously discussed, FLYHT increases our presence in the commercial aerospace aftermarket, and FLYHT's SATCOM product increases our presence on Airbus aircraft, via a licensing arrangement and both of these are strategic priorities for FTG. Going forward we see a path to ramping up sales of FLYHT's product lines and insourcing manufacturing of their product to other FTG sites. We have lots to do, but with the teams at FLYHT and FTG I know we can achieve our goals and create value for our shareholders."
Under the Arrangement, FLYHT shareholders were able to elect to receive, for each common share of FLYHT held (a "Common Share") (i) CAD$0.1103 in cash and 0.0333 FTG Shares, (ii) CAD$0.3379 in cash (the "All-Cash Consideration") or (iii) 0.0495 FTG Shares (the "All-Share Consideration"), in each case subject to pro-ration (collectively, the "Consideration"). The Consideration is subject to maximum aggregate cash consideration of CAD$4.3 million and 1,300,000 FTG Shares. Shareholders who did not make an election were deemed to have elected to receive a combination of cash and FTG Shares for their Common Shares.
As a result of the elections made by FLYHT shareholders, all holders of Common Shares who made an election will receive the following pro-ration:
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FLYHT shareholders who elected to receive the All-Cash Consideration will receive approximately CAD$0.3379 in cash and nil FTG Shares per Common Share;
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FLYHT shareholders who elected to receive the All-Share Consideration will receive approximately CAD$0.0588 in cash and 0.0409 FTG Shares per Common Share.
The Common Shares are expected to be delisted from the TSX Venture Exchange on or about the close of trading on December 30, 2024 and FLYHT intends to apply to cease to be a reporting issuer under applicable Canadian securities laws.
FLYHT shareholders are encouraged to review: (i) FLYHT's press releases dated October 21, 2024, November 25, 2024, December 16, 2024, and December 18, 2024; and (ii) FLYHT's information circular and the related meeting materials, all of which are all available onSEDAR+under FLYHT's profile at www.sedarplus.ca. FLYHT shareholders who have questions regarding the Arrangement or require assistance should consult their financial, legal, tax or other professional advisor.
ADDITIONAL REQUIRED EARLY WARNING REPORT INFORMATION
In connection with the closing of the Arrangement, FTG has acquired beneficial ownership and control over 38,997,650 Common Shares, being 100% of the issued and outstanding Common Shares. Prior to closing of the Arrangement, FTG held no Common Shares. This press release is being issued, in part, pursuant to National Instrument 62‐103 - The Early WarningSystem and Related Take‐Over Bid and Insider Reporting Issues, which requires a report to be filed under FLYHT's profile on SEDAR+at www.sedarplus.ca containing additional information respecting the foregoing matters. You may also contact Alana Forbes at investors@flyht.com to obtain a copy of the early warning report once filed.
About FLYHT Aerospace Solutions Ltd.
FLYHT provides airlines with Actionable Intelligence to transform operational insight into immediate, quantifiable action, and delivers industry leading solutions to improve aviation safety, efficiency, and profitability. This unique capability is driven by a suite of patented aircraft certified hardware products, AFIRS™. Solutions include an aircraft satcom/interface device that enables cockpit voice communications, the transmission of aircraft data both inflight via satellite and post-flight via 5G, real-time aircraft state and fleet status analysis, and preventative maintenance solutions. FLYHT's hardware products can also be interfaced with FLYHT's proprietary relative humidity sensors to deliver airborne weather and humidity data in real-time. FLYHT is headquartered in Calgary, Canada, and is an AS9100 Quality registered company. For more information, visit www.flyht.com.
About Firan Technology Group Corporation
FTG is an aerospace and defence electronics product and subsystem supplier to customers around the globe. FTG has two operating units:
FTG Circuits is a manufacturer of high technology, high reliability printed circuit boards. Our customers are leaders in the aviation, defence, and high technology industries. FTG Circuits has operations in Toronto, Ontario, Chatsworth, California, Fredericksburg, Virginia, Minnetonka, Minnesota, Haverhill, Massachusetts and a joint venture in Tianjin, China.
FTG Aerospace manufactures and repairs illuminated cockpit panels, keyboards and electronic assemblies for original equipment manufacturers of aerospace and defence equipment. FTG Aerospace has operations in Toronto, Ontario, Chatsworth, California, and Tianjin, China.
FTG's common shares are traded on the Toronto Stock Exchange under the symbol FTG.
Cautionary Note Regarding Forward-Looking Statements
Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Although FLYHT believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. FLYHT cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are founded on the basis of expectations, assumptions and hypotheses made by the Company, including, but not limited to projected revenues. Such forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include but are not limited to global economic conditions; industry conditions, and supply chain delays. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. FLYHT undertakes no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
Contact Information:
| FLYHT Aerospace Solutions Ltd. | FNK IR LLC |
| Alana Forbes | Matt Chesler, CFA |
| Chief Financial Officer | Investor Relations |
| 403.291.7437 | 646.809.2183 |
| investors@flyht.com | flyht@fnkir.com |
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: FLYHT Aerospace Solutions Ltd.
