Spire Global falls after filing a complaint over Kpler Deal Not Consummated


https://www.tipranks.com/news/the-fly/spire-flobal-falls-after-filing-complain-over-kper-deal-teal-teal-not-not-being-consummated

Shares of Spire Global (Spirit) Falled $ 9.89, or 50%, to $ 9.96 in morning trading after the company revealed in a regulatory filing earlier that Kpler Holding failed to mix an agreed closing closure. In the filing, the company noted: “As previously revealed, on November 13, 2024, Spire Global, Inc. Share Purchase Agreement with Kpler Holding SA, Belgian Corporation, to which the company agreed to sell its maritime business in accordance with it to sell its maritime business to the buyer and commit to some supporting agreements. The maritime business for sale in accordance with the transactions does not include any part of the satellite network or company operations. The purchase price to be paid by the buyer to the company closed the transactions is a cash holding based on an enterprise value of $ 233.5m, subject to normal adjustments. The proposal also includes a twelve month transfer service and a data delivery agreement for $ 7.5m. The purchase agreement provides that closing the transactions is subject to satisfaction or surrendering some closing conditions set out in the purchase agreement. The company revealed in November 2024 that it anticipated the proceedings closure during the first quarter of 2025. The company considers that all the conditions to close contained in the purchase agreement were met or could be met . Despite the company's warning to the buyer for that effect, the buyer has failed to mix the closure. The buyer has identified various reasons for refusing to close, which the company has rejected. There is currently no governing order effectively prohibiting closure and, in the purchase agreement, the buyer agreed to 'use the best efforts, and to take any necessary action, to eliminate all obstacles allegedly' by relevant Government entities as to enable the parties to mix the transactions promptly. The company believes that the buyer's failure to close is not consistent with the terms of the purchase agreement, which does not give a delayed buyer option once all closing conditions have been fulfilled. As a result of the above, on February 10, 2025, the company filed a complaint at the Delaware Chancellal Court against a buyer trying to give a buyer a specific performance to meet his obligations under the purchase agreement and defeat the closure in accordance with ' r closure in accordance with the terms of the purchase agreement. In the complaint, the company also requires a declaratory judgment stating that a buyer has breached its obligations under the purchase agreement and is not excused from fulfilling its obligations under the purchase agreement, including proceeding The closure. There is no guarantee what action the Delaware Chancery Court will take in relation to the case initiated by the company and there is no certainty whether the transactions will be consummated on the terms considered or at all. Whether the transactions are consummated as needed or not, the company retains all its rights under the purchase agreement and in law and equity, including the right to seek compensation and medicines others by the buyer. The amount of any compensation that can be sought or obtained cannot be determined by the buyer at this time. “



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