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[6-K] MDA Space Ltd. Current Report (Foreign Issuer)

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Rhea-AI Filing Summary

MDA Space Ltd. is launching a treasury offering of 20,000,000 common shares at US$35.60 per share, for gross proceeds of US$712 million, with an over-allotment option for up to an additional 15% of the shares. The company plans to use the net proceeds primarily to fund the cash purchase price of an approximately 70% interest in Collecte Localisation Satellites (CLS), repay some or all of CLS’s existing debt, and cover related fees and expenses, or for general corporate and growth purposes if the acquisition does not close. MDA Space has entered into a firm and irrevocable offer to acquire this 70% CLS stake for about €567 million (C$920 million) in cash, and may also fund approximately €198 million to retire CLS’s existing indebtedness if it cannot be refinanced. CLS is expected to generate roughly €286 million (C$465 million) of revenue in 2026, reflecting about 22% average annual growth since 2023, with expected Adjusted EBITDA margins in line with MDA Space’s 2026 outlook of 18%–20%, and management expects the deal to be accretive to Adjusted EBITDA and Adjusted EPS within the first year and to roughly double MDA Space’s recurring revenue stream.

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Insights

MDA raises US$712M equity to fund a large, accretive CLS acquisition.

MDA Space is issuing 20,000,000 new common shares at US$35.60 each, raising US$712 million in a bought deal, with an extra 15% over-allotment option. This is a primary equity raise under a Canadian shelf and U.S. Form F-10 registration.

Net proceeds are earmarked mainly for acquiring about 70% of CLS, repaying CLS debt, and transaction costs, with flexibility to redeploy capital into growth initiatives if the deal does not close. The acquisition price is about €567 million plus up to €198 million to retire existing indebtedness.

CLS is expected to deliver around €286 million 2026 revenue (about 22% CAGR since 2023) with Adjusted EBITDA margins aligned to MDA’s 18%–20% outlook. Management indicates the transaction should be accretive to Adjusted EBITDA and Adjusted EPS within the first year and roughly double recurring revenue, while keeping net debt to Adjusted EBITDA within the 1.5x–2.5x target range after closing, based on their projections.

Offering size 20,000,000 shares Primary treasury offering of common shares
Offering price US$35.60 per share Price for the bought deal common share issue
Gross proceeds US$712 million Aggregate gross proceeds from 20,000,000 shares
Over-allotment capacity US$818.8 million Issue amount if 15% over-allotment option is fully exercised
CLS purchase price €567 million (C$920 million) Cash consideration for ~70% interest in CLS
CLS debt retirement €198 million Potential funding to retire existing CLS indebtedness
CLS 2026 revenue outlook €286 million (C$465 million) Expected 2026 revenue, 22% average annual growth since 2023
Target leverage 1.5x–2.5x net debt/Adjusted EBITDA Expected range after CLS and Blue Canyon acquisitions
bought deal financial
"announced today that it has entered into an agreement with a syndicate of underwriters... on a bought deal basis"
A bought deal is a type of securities offering where an investment bank agrees to purchase the entire share or bond issue from a company up front and then resells it to investors, acting like a wholesaler who guarantees the sale. For investors, it matters because it gives the company fast, certain access to cash while potentially signaling pricing pressure or dilution—meaning the shares may be sold at a discount and existing holders could see their ownership reduced.
over-allotment option financial
"an over-allotment option (the “Option”) to purchase up to an additional 15% of Common Shares"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
short form base shelf prospectus regulatory
"The short form base shelf prospectus is accessible, and the final prospectus supplement will be accessible"
A short form base shelf prospectus is a pre-approved, reusable document that lets a company register a pool of securities (like stocks or bonds) it can sell over time without repeating a full disclosure process each time. Think of it as a menu the company files once so it can quickly offer items from that menu later; investors care because it speeds up capital raises, can dilute existing holdings, and signals the company’s ability to access funding when needed.
Multi-Jurisdictional Disclosure System regulatory
"pursuant to the Multi-Jurisdictional Disclosure System adopted by the United States and Canada"
A multi-jurisdictional disclosure system is a coordinated filing and publication process that lets companies share required financial, regulatory, or corporate information across several legal regions at once. Think of it like posting the same important notice on multiple community bulletin boards simultaneously so everyone who needs it — investors, regulators, and markets in different countries — sees the same, timely details. For investors this matters because it reduces delays and inconsistencies, making it easier to compare risks and make informed decisions when securities trade in more than one place.
Adjusted EBITDA financial
"Expected to be accretive to Adjusted EBITDA and Adjusted EPS within the first year of ownership"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
non-IFRS measures financial
"This release refers to certain non-IFRS measures. These measures are not recognized measures under IFRS"
Non-IFRS measures are financial figures that companies create on their own to show aspects of their performance, beyond what standard accounting rules require. They can help investors better understand how a company is really doing by highlighting information that might be more relevant or easier to interpret, much like a sports coach emphasizes certain stats to showcase team strengths not captured by official scores.
Offering Type primary shelf
Use of Proceeds Fund cash purchase price for ~70% of CLS, repay some or all of CLS’s existing indebtedness and related fees, and for general corporate growth purposes if the acquisition does not proceed.
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FAQ

What is MDA (MDA Space Ltd.) raising through its new share offering?

MDA Space is issuing 20,000,000 common shares at US$35.60 each for gross proceeds of US$712 million, with an option for underwriters to buy up to 15% more shares. The deal is a bought public offering in Canada and the United States.

How will MDA Space use the proceeds from the US$712 million equity offering?

MDA Space intends to use net proceeds to fund the cash purchase price for a ~70% stake in CLS, repay some or all of CLS’s existing debt and related fees, and for general corporate or growth purposes if the acquisition does not close.

What are the key terms of MDA Space’s planned acquisition of CLS?

MDA Space has made a firm, irrevocable offer to buy approximately 70% of CLS for about €567 million (C$920 million) in cash, and may fund around €198 million to retire CLS’s existing indebtedness if it cannot be refinanced, subject to regulatory and procedural approvals.

How large is CLS and what growth is expected after MDA Space acquires it?

CLS is expected to generate about €286 million (C$465 million) in revenue in 2026, implying an average annual growth rate of 22% since 2023. Its expected Adjusted EBITDA margins align with MDA Space’s 2026 outlook of 18%–20%, supporting a growing, profitable profile.

Will the CLS acquisition affect MDA Space’s leverage and earnings profile?

Following the CLS acquisition and a previously announced Blue Canyon Technologies deal, MDA Space expects net debt to Adjusted EBITDA within a 1.5x–2.5x target range. Management also expects the CLS deal to be accretive to Adjusted EBITDA and Adjusted EPS within the first year.

On which exchanges will the new MDA Space common shares be listed?

MDA Space plans to list the new common shares on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE). Its existing common shares already trade on both exchanges under the symbol “MDA”, subject to required approvals.

Are there conditions that could delay or prevent MDA Space’s CLS acquisition?

Yes. The transaction remains subject to French employee consultation procedures and required regulatory approvals. The company notes risks that closing may be delayed or not occur, and that projected financial benefits and synergies may differ from expectations.

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

 

For the month of July   2026
Commission File Number 001-43190    

 

MDA SPACE LTD.
(Translation of registrant’s name into English)
 

7500 Financial Drive

Brampton, Ontario, Canada L6Y 6K7

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F         ¨   Form 40-F       x  

 

 

 

 

 

 

DOCUMENTS INCLUDED AS PART OF THIS REPORT

 

Exhibit  
   
99.1 Pricing term sheet dated July 8, 2026
99.2 Press release dated July 8, 2026
99.3 Press release dated July 8, 2026

 

Exhibit 99.1 of this Report on Form 6-K is incorporated by reference into the registration statement on Form F-10 (File No. 333-297319) of the registrant.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    MDA Space Ltd.
    (Registrant)
     
  Date:   July 8, 2026   By: /s/ Guillaume Lavoie
  Name: Guillaume Lavoie
  Title: Chief Financial Officer
             

 

Exhibit 99.1

 

MDA Space Ltd.

Treasury Offering of Common Shares

July 8, 2026

 

 

The Common Shares will be offered by way of a prospectus supplement in each of the provinces and territories of Canada and in the United States. A final base shelf prospectus dated August 7, 2025 containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada and a corresponding registration statement on Form F-10 has been filed with the U.S. Securities and Exchange Commission. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.

 

The final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to the documents are accessible through SEDAR+. Copies of the documents may be obtained in Canada from BMO Nesbitt Burns Inc. (“BMO Capital Markets”), Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at 905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca or from RBC Dominion Securities Inc., Attention: Distribution Centre, 180 Wellington Street West, 8th Floor, Toronto, On M5J 0C2 or by email at distribution.rbcds@rbccm.com or in the United States by contacting BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com or from RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, Attention: Equity Syndicate, Phone: 877-822-4089, email: equityprospectus@rbccm.com.

 

This term sheet does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to the documents for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

 

Terms and Conditions

 

Issuer: MDA Space Ltd. (the “Company”).
Offering: 20,000,000 common shares (the “Common Shares”) to be issued by the Company (the “Offering”).
Offering Price: US$35.60 per Common Share (the “Offering Price”).
Issue Amount: US$712,000,000 (US$818,800,000 if the Over-Allotment Option is exercised in full).
Over-Allotment Option: The Company has granted the Underwriters an option, exercisable, in whole or in part, at any time until and including 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering at the Offering Price to cover over-allotments, if any (the “Over-Allotment Option”).
Acquisition: Pursuant to a put option agreement (the “Put Agreement”) made effective July 8, 2026, among the Company and a group of sellers (collectively, the “Sellers”), the Company has irrevocably committed to acquire (the “CLS Acquisition”) approximately 70% of the issued and outstanding securities of C3 Holding, the parent company of Collecte Localisation Satellites (“CLS”), all subject to the conditions of the Put Agreement and the securities purchase agreement attached in agreed form to the Put Agreement (the “Purchase Agreement”). The Put Agreement represents a binding and irrevocable unilateral put option (promesse unilatérale d’achat) granted by the Company to the Sellers, pursuant to which the Sellers, through their agent, have the right, but not the obligation, following completion of the information and consultation procedures required under applicable French law with relevant French employee representative bodies, to require the Company to enter into the Purchase Agreement and, subject to the terms of the Purchase Agreement, to complete the CLS Acquisition.

 

 

 

 

Use of Proceeds:

The Company intends to use the net proceeds from the Offering to fund the purchase price of the CLS Acquisition, the repayment of all or a portion of CLS’ existing indebtedness (if we are unable to arrange on behalf of C3 Holdings as borrower debt financing to repay such indebtedness), and/or related financing fees and transaction expenses.

 

In the event that the net proceeds of the Offering exceed the purchase price of the CLS Acquisition, the repayment of all or a portion of CLS’ existing indebtedness (if we are unable to arrange on behalf of C3 Holdings as borrower debt financing to repay such indebtedness), and/or related financing fees and transaction expenses, the Company intends to use any such excess net proceeds for general corporate purposes.

 

The CLS Acquisition and the Offering are not conditional on each other. Should the CLS Acquisition not proceed, the Company intends to use the net proceeds of the Offering to pursue its growth strategy, which includes expanding its customer base and solutions, supporting the growth of existing customers, and pursuing other strategic opportunities, which may include acquisitions or investments.

Form of Offering: Bought deal by way of (a) a prospectus supplement to be filed in all provinces and territories of Canada and (b) registered public offering in the U.S. under the multijurisdictional disclosure system. In jurisdictions outside of Canada and the United States, as approved by the Company, acting reasonably, in accordance with all applicable laws provided that the registration of the Common Shares in such jurisdiction will not be required, no prospectus, registration statement, or similar document is required to be filed in such jurisdiction and the Company will not be subject to any continuous disclosure requirements in such jurisdiction.
Listing: Applications will be made to list the Common Shares on the Toronto Stock Exchange (the “TSX”) and on the New York Stock Exchange (the “NYSE”). The existing Common Shares are listed on the TSX and the NYSE under the symbol “MDA”.
Eligibility: Eligible for RRSPs, RRIFs, RESPs, TFSAs, FHSAs, RDSPs and DPSPs.
Bookrunners: BMO Capital Markets and RBC Capital Markets (as co-lead joint active bookrunners) and J.P. Morgan, Scotiabank and BofA Securities (as joint active bookrunners).
Commission: 4.0%.
Closing: July 14, 2026.

 

 

 

 

Exhibit 99.2

 

 

 

NEWS RELEASE

 

MDA SPACE ANNOUNCES BOUGHT DEAL OFFERING OF COMMON SHARES

 

The short form base shelf prospectus is accessible, and the final prospectus supplement will be accessible within two business days, through SEDAR+.

 

July 8, 2026 (TORONTO, ON) – MDA Space Ltd. (“MDA Space” or the “Company”) (TSX:MDA) (NYSE:MDA), a trusted mission partner to the rapidly expanding global space industry, announced today that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets and RBC Capital Markets, as joint lead bookrunners, and J.P. Morgan, Scotiabank and BofA Securities, as joint active bookrunners (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 20,000,000 common shares (the “Common Shares”) of MDA Space at a price of US$35.60 per Common Share (the “Offering Price”) for aggregate gross proceeds of US$712 million.

 

MDA Space has granted the Underwriters an over-allotment option (the “Option”) to purchase up to an additional 15% of Common Shares issued in connection with the Offering, to cover over-allotments, if any, at the Offering Price. The Option is exercisable in whole or in part at any time up to 30 days following the closing of the Offering.

 

MDA Space intends to use the net proceeds of the Offering to fund a portion of the purchase price, which is payable in cash, of its concurrently announced acquisition (the “Acquisition”) of approximately a 70% interest in Collecte Localisation Satellites (“CLS”). The net proceeds may also be used to fund the repayment of all or a portion of CLS’ existing indebtedness (if the Company is unable to arrange debt financing to repay such indebtedness) and/or related financing fees and transaction expenses.

 

The Offering is expected to close on or about July 14, 2026, subject to customary closing conditions, including the entering into of an underwriting agreement, the listing of the Common Shares on the New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange (the “TSX”), and any required approvals of the NYSE and the TSX. The closing of the Offering is not conditional on the closing of the Acquisition and the Acquisition is not conditional on the closing of the Offering. If the Acquisition is not completed, MDA Space intends to use the net proceeds from the Offering to pursue its growth strategy, which includes expanding its customer base and solutions, supporting the growth of existing customers, and pursuing other strategic opportunities, which may include acquisitions or investments.

 

The Common Shares will be offered in Canada pursuant to a short form base shelf prospectus (the “Base Shelf Prospectus”) as accompanied by a prospectus supplement (the “Prospectus Supplement”), and will be offered in the United States pursuant to a prospectus supplement to the Base Shelf Prospectus (collectively, the “U.S. Prospectus”) forming part of the Company’s registration statement on Form F-10 (together with any amendments thereto, the “Registration Statement”), filed with the United States Securities and Exchange Commission and registering the Common Shares under the United States Securities Act of 1933, as amended, pursuant to the Multi-Jurisdictional Disclosure System adopted by the United States and Canada. The Base Shelf Prospectus, the Prospectus Supplement and the Registration Statement, including the U.S. Prospectus, contain important detailed information about the Offering. Prospective investors should read such documents, as well as the documents incorporated by reference therein, for more complete information about the Company and the Offering before making an investment decision.

 

 

 

 

 

 

Delivery of the Base Shelf Prospectus, the final Prospectus Supplement, and any amendments to the documents will be provided in accordance with Canadian securities legislation relating to access equals delivery procedures. Copies of the Base Shelf Prospectus and the preliminary Prospectus Supplement are,  and the final Prospectus Supplement will be within two business days from the date hereof, available on SEDAR+ at www.sedarplus.ca, and a copy of the Registration Statement, including the U.S. Prospectus, is, or will be within two business days from the date hereof, available on EDGAR at www.sec.gov. Alternatively, an electronic or paper copy of the Prospectus Supplements, the Base Shelf Prospectus and the Registration Statement, including the U.S. Prospectus, and any amendment to such documents may be obtained, without charge: in Canada from BMO Nesbitt Burns Inc., Brampton Distribution Centre c/o The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at 905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca or from RBC Dominion Securities Inc., Attention: Distribution Centre, 180 Wellington Street West, 8th Floor, Toronto, ON M5J 0C2 or by email at distribution.rbcds@rbccm.com or in the United States by contacting BMO Capital Markets Corp., Attention: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com or from RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, Attention: Equity Syndicate, Phone: 877-822-4089, email: equityprospectus@rbccm.com, by providing the contact with an email address or address, as applicable.

 

No securities regulatory authority has either approved or disapproved the contents of this press release. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Common Shares in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.

 

About MDA Space


Building the space between proven and possible, MDA Space (TSX:MDA) (NYSE:MDA) is a trusted mission partner to the global defence and space industry. A robotics, satellite systems and geointelligence pioneer with a 55-year+ story of world firsts and more than 450 missions, MDA Space is a global leader in communications satellites, Earth and space observation, and space exploration and infrastructure. The global MDA Space team of more than 4,000 space experts has the knowledge and know-how to turn an audacious customer vision into an achievable mission — bringing to bear a one-of-a-kind mix of experience, engineering excellence and wide-eyed wonder that’s been in our DNA since day one. For those who dream big and push boundaries on the ground and in the stars to change the world for the better, we’ll take you there.

 

Forward-Looking Statements

 

Certain statements contained in this news release are forward-looking information and forward-looking statements  (collectively, “forward-looking statements”) (within the meaning of the Canadian securities laws and United States federal securities laws, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) and are provided for the purpose of presenting information about management's current expectations and plans relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. These forward-looking statements include, but are not limited to, statements regarding: the Offering and the Acquisition, the terms of the Offering and the Acquisition, the completion and timing of the Offering and Acquisition, the intended listing of the Common Shares on the NYSE and the TSX, obtaining required approvals from the NYSE and the TSX, the granting of the over-allotment option to the Underwriters, and the intended use of proceeds of the Offering. In some cases, forward-looking statements can be identified by such terms as "may", “will”, “would”, “anticipate”, “anticipated”, "intend", “expect” and “expected”.

 

 

 

 

 

 

The forward-looking statements in this news release are based on certain assumptions and analyses made by MDA Space in light of management's experience and perception of historical trends, including assumptions regarding general economic and political conditions, the Company’s future growth initiatives, and the Company’s ability to complete the Offering and the Acquisition. Such statements are subject to significant known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such statements and, accordingly, should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Such risks include the risk that the Offering and the Acquisition will not be completed, as well as those risks described in the base shelf prospectus filed on August 7, 2025 (and as will be described in the final Prospectus Supplement, which will be available within two business days), available on SEDAR+ at www.sedarplus.ca, including the documents incorporated by reference therein (including the risks and uncertainties detailed under the “Risk Factors” section of the Company’s annual information form dated March 4, 2026), and the Registration Statement, including the U.S. Prospectus and the documents incorporated by reference therein, available on EDGAR at www.sec.gov, which risks may be dependent on market factors and not entirely within the Company's control.

 

Although MDA Space believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect and there can be no assurance that actual results will be consistent with the forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements or information included within this press release. These forward-looking statements speak only as of the date of this press release. Except as required by law, MDA Space is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

MEDIA CONTACT

 

Amy MacLeod

Vice President, Corporate Communications

613-796-6937

amy.macleod@mda.space

 

INVESTOR CONTACT

 

Jim Floros

Vice President, Investor Relations

289-914-0209

jim.floros@mda.space

 

 

Exhibit 99.3

 

 

 

NEWS RELEASE

 

MDA Space Enters into Firm Offer to Acquire

Collecte Localisation Satellites (“CLS”), a Global Leader in

AI-Driven Earth Observation Data Analytics

 

·Creates one of the largest space-based Geointelligence businesses in the world
·Expands MDA Space global footprint with addition of 40 sites in 19 countries
·Vertically integrates upstream satellites and near-real time data services with downstream AI-driven analytics
·Accelerates global distribution for MDA CHORUSTM through a global direct sales network
·Expects to double recurring revenue stream for MDA Space while delivering growth, profitability and strong cash generation

 

TORONTO, ON (July 8, 2026) – MDA Space Ltd. (TSX:MDA) (NYSE:MDA) (“MDA Space” or the “Company”), a trusted mission partner to the rapidly expanding global space industry, today announced that it has entered into a firm and irrevocable offer to acquire a majority interest in CLS (the “Transaction”), a global leading provider of AI-driven Earth observation value-added services and satellite IoT solutions. With more than 14,000 customers in approximately 150 countries, CLS is expected to generate approximately €286 million (C$465 million) in revenue in 2026.

 

Pursuant to the Transaction, at completion, MDA Space would acquire an approximately 70% interest in CLS from the shareholders of CLS’s parent company, for approximately 567 million (C$920 million) in cash (subject to adjustments). The Centre national d'études spatiales (“CNES”), the French space agency, would retain an approximately 30% interest in CLS.

 

Existing and next generation MDA Space investments in Earth and space observation assets, ground stations and associated data and analytics seamlessly complement core monitoring and forecasting applications pioneered by CLS.

 

“Our goal is for MDA Space to provide global government and commercial customers with the broadest and richest offering of multi-sensor Earth and space observation data, products, and services on the market,” said Mike Greenley, Chief Executive Officer of MDA Space. “Bringing together MDA Space and CLS is a unique opportunity to create a growing, profitable, highly competitive and vertically integrated geospatial services business with industry leading capabilities and go-to-market channels to address demand globally and accelerate growth for both businesses. Equally important, it preserves critical sovereign capabilities and capacity in France and Canada.”

 

Founded in 1986 as a subsidiary of the CNES, CLS has continuously invested in innovative space-based solutions to monitor and protect the planet. With headquarters in Toulouse, and 40 sites worldwide, CLS employs approximately 1,200 people dedicated to sustainable resource management.

 

 

 

 

 

 

“For more than 40 years, CLS has been harnessing space technologies, data and innovation to help better understand our planet and support its sustainable management. Joining forces with MDA Space represents a unique opportunity to accelerate our development, expand the global reach of our solutions and strengthen our innovation capabilities” said Stéphanie Limouzin, Chief Executive Officer of CLS. “We are confident that this new chapter will create value for our customers, employees and partners, while preserving what makes CLS unique: its mission-driven culture, deep expertise and longstanding commitment to delivering solutions that support a more sustainable and resilient world.”

 

Following the closing of the acquisition of CLS and the previously announced acquisition of Blue Canyon Technologies, MDA Space expects to be within its target range of 1.5x – 2.5x net debt to Adjusted EBITDA1.

 

Transaction Highlights

 

Next step in strategic scaling of MDA Space global footprint:

Brings over 14,000 customers in approximately 150 countries with approximately 1,200 employees establishing a significant presence in growing European and international export markets.

 

Establishes highly differentiated and vertically integrated Geointelligence global leader:

Seamlessly combines upstream satellite assets and services from MDA Space with downstream AI-driven analytics, connectivity solutions, applications and proprietary algorithms from CLS.

 

Accelerates growth with global sales team, operations, and channels to market:

Expected to maximize MDA CHORUSTM market penetration and sales with an additional 100+ sales team.

 

Strengthens and diversifies MDA Space financial profile

Integrates growing, profitable, cash generating business. Details include:

 

·Expected to be accretive to Adjusted EBITDA and Adjusted EPS2 within the first year of ownership
 ·Expected to double MDA Space recurring revenue stream
·CLS expected 2026 revenue of approximately €286 million (C$465 million) translates to an average annual growth rate of 22% since 2023
·CLS expected Adjusted EBITDA margins are in line with MDA Space 2026 full year outlook of 18% to 20%
·CLS expected to contribute positively to MDA Space free cash flow3 after increasing MDA Space capital expenditures by approximately 10%
 ·MDA Space will consolidate 100% of CLS revenue and Adjusted EBITDA with CNES' minority interest accounted for through non-controlling interest

 

 

1 Non-IFRS measure

2 Non-IFRS measure

3 Non-IFRS measure

 

 

 

 

 

 

Transaction Details

 

Upon completion of the Transaction, MDA Space would acquire an approximately 70% interest in CLS and CNES would retain most of its existing holdings, which would equal an approximately 30% interest in CLS. In addition to the purchase price, in the event that CLS were unable to refinance its existing indebtedness at closing, the Company would fund approximately €198 million to retire such existing indebtedness.

 

In accordance with applicable French law, the signing of the definitive securities purchase agreement in respect of the Transaction remains subject to the information and consultation procedures of relevant employee representative bodies.

 

Subject to receiving all required regulatory approvals and completion of the above-mentioned mandatory information and consultation procedures, the Transaction is expected to be completed by the end of 2026 or early 2027.

 

In connection with the Transaction, MDA Space has received customary representations and warranties relating to the business and operations of CLS.

 

Norton Rose Fulbright LLP (Canada and France) acted as legal counsel to MDA Space, Freshfields LLP acted as legal advisors to CNP, Sekri Valentin Zerrouk acted as legal counsel to CLS’s management and FTPA acted as legal counsel to CNES.

 

Moelis & Company acted as financial advisor to MDA Space and Rothschild & Co. acted as financial advisor to the shareholders of CLS. MDA Space has obtained committed financing from BMO Capital Markets, RBC Capital Markets and Scotiabank.

 

MDA Space Management Presentation

 

Interested parties can view a pre-recorded webcast discussing the transaction by accessing it at the following link (Webcast Link). The pre-recorded webcast along with an accompanying slide presentation updated with financial information will also be available on the MDA Space Investor Relations website at https://mda-en.investorroom.com/events-presentations.

 

FORWARD-LOOKING STATEMENTS

 

This news release contains forward-looking information within the meaning of applicable securities legislation, which reflects the company's current expectations regarding future events. Such forward-looking information includes, but is not limited to, information with respect to the Company's objectives and strategies to achieve these objectives, as well as information with respect to the Company's beliefs, plans, expectations, anticipations, estimates, intentions and views of future events, including statements regarding the proposed acquisition, the anticipated timing for the closing of the acquisition, the anticipated benefits (financial and otherwise), synergies and growth opportunities expected to result from the acquisition, the benefits and effects of the governance framework, and any projected, estimated or forecasted financial information presented in connection therewith. There can be no assurance that: (i) the acquisition will be completed on the anticipated timeline, or at all, and the closing of the acquisition may be delayed or may not occur within the anticipated timeframe or at all; (ii) the conditions to the closing of the acquisition will be satisfied, including the receipt of all required regulatory approvals and the failure to obtain any such approvals or satisfy any such conditions could delay or prevent the closing of the acquisition; (iii) any projected, estimated or forecasted financial information presented in connection with the acquisition will be achieved, as such projections are based on assumptions that may prove to be incorrect, and actual results may differ materially from those projected, estimated or forecasted; and (iv) the anticipated strategic benefits, growth opportunities and synergies described in connection with the acquisition will be realized as expected, or at all, as such benefits may take longer to realize than anticipated, may be more costly to achieve than expected, or may not be realized at all.

 

 

 

 

 

 

All forward-looking statements are based on assumptions and analyses made by MDA Space in light of management's experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate, and are subject to risks and uncertainties and other factors which may cause the actual results, performance or achievements of MDA Space to differ materially from those anticipated in such forward-looking statements for a variety of reasons, including without limitation the risk that the acquisition will not be completed on the anticipated timeline or at all, the risk that conditions to the closing of the acquisition will not be satisfied, including the receipt of all required regulatory, governmental and third-party approvals, and the risks and uncertainties detailed under the "Risk Factors" section of MDA Space's annual information form dated March 4, 2026. Although MDA Space believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect and there can be no assurance that actual results will be consistent with the forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements or information included within this press release. These forward-looking statements speak only as of the date of this news release. Except as required by law, MDA Space is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Certain information in this news release, including CLS’s expected 2026 revenue may be considered as “financial outlook” or “future-oriented financial information” within the meaning of applicable securities laws. The purpose of this financial outlook or future-oriented financial information is to provide readers with disclosure regarding MDA Space’s reasonable expectations as to the anticipated results of CLS’s business activities for the period indicated. Readers are cautioned that the financial outlook or future-oriented financial information may not be appropriate for other purposes.

 

This release refers to certain non-IFRS measures. These measures are not recognized measures under IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS), do not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Such measures should neither be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS measures, including Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EPS to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors, and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. Additional details for these non-IFRS measures, including a reconciliation of such measures to the most directly comparable IFRS measures, can be found in our most recently issued Management’s Discussion and Analysis for the three months ended March 31, 2026 and 2025, which is posted on www.mda.space and available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

 

 

 

 

 

 

ABOUT MDA SPACE

 

Building the space between proven and possible, MDA Space (TSX:MDA) (NYSE:MDA) is a trusted mission partner to the global defence and space industry. A robotics, satellite systems and geointelligence pioneer with a 55-year+ story of world firsts and more than 450 missions, MDA Space is a global leader in communications satellites, Earth and space observation, and space exploration and infrastructure. The global MDA Space team of more than 4,000 space experts has the knowledge and know-how to turn an audacious customer vision into an achievable mission — bringing to bear a one-of-a-kind mix of experience, engineering excellence and wide-eyed wonder that’s been in our DNA since day one. For those who dream big and push boundaries on the ground and in the stars to change the world for the better, we’ll take you there. For more information, visit mda.space.

 

About CLS

 

CLS is a global company, mission-driven, and pioneer provider of monitoring and surveillance solutions for the Earth, created in 1986. CLS is a subsidiary of the French Space Agency (CNES) and CNP, an investment firm. The CLS mission is to create innovative space-based solutions to understand and protect our planet and to manage its resources sustainably. CLS employs approximately 1,200 people at its headquarters in Toulouse (France) and in 40 sites around the world. CLS works in five strategic markets: sustainable fisheries management, environmental monitoring, maritime surveillance, mobility and energies & infrastructures. CLS processes data from almost 200,000 beacons per month (such as drifting buoys, animal tags, VMS beacons, & LRIT tracking) and observes the oceans and inland waters (every day more than 20 instruments onboard satellites deliver information to CLS on the world's seas and oceans). In addition, CLS monitors land and sea activities by satellite (nearly 20,000 radar and optical images are processed each year). The CLS Group had a revenue of nearly €223 million in 2025. Committed to a sustainable planet, every day CLS works for Earth, from Space.

 

For media seeking information about CLS, please contact Amélie Proust-Albrand – aproust@groupcls.com +33 (0) 6 62 80 45 92.

 

 

 

 

 

 

MEDIA CONTACT
Amy MacLeod
Vice President, Corporate Communications
613-796-6937
amy.macleod@mda.space

 

INVESTOR CONTACT
Jim Floros
Vice President, Investor Relations
289-914-0209
jim.floros@mda.space

 

SOCIAL MEDIA
LinkedIn: LinkedIn.com/company/MDAspace
X: X.com/MDA_space
Facebook: Facebook.com/MDAspace
YouTube: YouTube.com/c/MDAspace
Instagram: instagram.com/MDA_space

 

 

 

 

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