Calian Enters into Definitive Purchase Agreement to Acquire US Satellite Communications Provider Hawaii Pacific Teleport

OTTAWA, ON / ACCESSWIRE / March 9, 2023 / Calian® Group Ltd. (TSX:CGY), a diverse solutions company, providing innovative healthcare, communications, learning and cybersecurity products and services, is entering into a definitive purchase agreement to acquire the assets of US-based Hawaii Pacific Teleport (HPT) for up to CAD$62M (US$46M). The amount paid on closing is CAD$47M (US$35M) and contains earnouts of up to CAD$15M (US$11M) based on the achievement of certain level of EBITDA performance over the next 24 months.

HPT has operated for over 20 years as an independent teleport and continues to be the first choice in Asia Pacific satellite communications solutions. Leveraging its service locations across the Hawaiian Islands and Guam, HPT provides secure, contiguous connectivity throughout the Asia Pacific region from its strategically located U.S. based locations.

HPT's independence in the industry provides its extensive list of top-tier customers a single source location to come together and capitalize on their respective services via its satellite gateways, datacentre, media management centre, and terrestrial networks. Leeana Smith-Ryland will remain as CEO of HPT and will facilitate the integration of HPT into the Calian Advanced Technologies (AT) space division.

The acquisition of HPT into the AT space division is expected to add revenues of approx. CAD$18M, with a strong mix of recurring revenue from global satellite operators. Calian expects the acquisition to be accretive from a gross margin and EBITDA margin immediately as its margins are significantly higher than AT and the consolidated level.

"HPT brings a track record of excellence in providing communication and teleport services across the United States and the Pacific," says Patrick Thera, President, AT. "The technical capabilities of Calian and HPT, combined with deep customer relationships, will help position us as a key player in the global telecommunication market."

Location is considered a key differentiator for those offering teleport services to minimize issues like latency and interference, and the addition of HPT allows Calian to offer a full suite of services from design, installation and teleport services to satellite operators globally.

"The HPT team is excited to continue our well-deserved reputation of delivering superior services to industry leaders who are inventing the next generation of satellite solutions. From media content distribution and disaster recovery to supporting GEO and NGSO operators, we are well-versed in new technologies and ever-changing vendor products to better support our diverse customer base," explains HPT CEO Leeana Smith-Ryland. "This potential acquisition will preserve HPT's independence while increasing our offerings to existing customers, Calian customers, and beyond."

"This potential acquisition represents another key asset for our Advanced Technologies space division," says Kevin Ford, Calian CEO. "Our recent investment, with the acquisition of Computex, into the United States market has been successful, and the team at HPT will further enhance the Calian footprint and brand in this key market."

The definitive purchase agreement is effective immediately. Completion of this transaction is subject to regulatory approvals and other customary closing conditions including the receipt of TSX approval for the transaction. Calian anticipates the transaction to close by the third quarter of 2023, pending regulatory approvals. Financial metrics are reported in Canadian dollars and in accordance with IFRS reporting standards.

About Calian
www.calian.com
We keep the world moving forward. Calian® helps people communicate, innovate, learn, and lead safe and healthy lives. Every day, our employees live our values of customer commitment, integrity, innovation, and teamwork to engineer reliable solutions that solve complex problems. That's "Confidence. Engineered". A global company with more than 40 years of steady growth, we have offices and projects spanning North American, European, and international markets.

Visit calian.com to learn about innovative healthcare, communications, learning and cybersecurity solutions.

About Hawaii Pacific Teleport (HPT)
http://www.hawaiiteleport.com/
HPT is a leading, pan-Pacific provider of satellite and fiber-based communications. Leveraging its unique locations across the Hawaiian Islands and Guam, HPT supplies a global networking gateway bridging the US and Asia Pacific markets via its satellite teleports, datacenter, media management center, and terrestrial networks. HPT's satellite communications access key geostationary (GEO) and non geostationary (NGEO) satellites operating in multiple bands, including C, Ku, Ka, S, and X band, while its terrestrial connectivity is provisioned on diverse fiber rings and facilitated by multiple, top-tier carriers co-located at its flagship 24/7 network operation center (NOC) located in Kapolei, Oahu. HPT has operated for over 20 years as an independent teleport operator and continues to be the first choice in Asia Pacific satellite communications solutions.

Media inquiries:
pr@calian.com
613-599-8600 x 2298

Investor Relations inquiries:
ir@calian.com

-----------------------------------------------------------------------------

DISCLAIMER
Certain information included in this press release is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Such statements are generally accompanied by words such as "intend", "anticipate", "believe", "estimate", "expect" or similar statements. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; scarce number of qualified professionals; the impact of rapid technological and market change; loss of business or credit risk with major customers; technical risks on fixed price projects; general industry and market conditions and growth rates; international growth and global economic conditions, and including currency exchange rate fluctuations; and the impact of consolidations in the business services industry. For additional information with respect to certain of these and other factors, please see the Company's most recent annual report and other reports filed by Calian with the Ontario Securities Commission. Calian disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No assurance can be given that actual results, performance or achievement expressed in, or implied by, forward-looking statements within this disclosure will occur, or if they do, that any benefits may be derived from them.

Calian · Head Office · 770 Palladium Drive · Ottawa · Ontario · Canada · K2V 1C8
Tel: 613.599.8600 · Fax: 613-592-3664 · General info email: info@calian.com

SOURCE: Calian Group Ltd.