FTG to Acquire FLYHT Aerospace Solutions

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Firan Technology Group Corporation is pleased to announce that it has entered into a definitive arrangement agreement with FLYHT Aerospace Solutions Ltd. to acquire all of the issued and outstanding shares of FLYHT under a plan of arrangement under the Canada Business Corporations Act.

Under the terms of the Transaction, FLYHT shareholders may elect to receive in exchange for each FLYHT Share, (i) CAD$0.1103 in cash and 0.0333 of a common share of FTG (each whole such share, an “FTG Share”), (ii) CAD$0.3379 in cash or (iii) 0.0495 FTG Shares, subject to pro-ration (collectively, the “Consideration”). The Consideration will be subject to a total maximum cash consideration of CAD$4.3 million and a total maximum share consideration of 1.3 million FTG Shares. The Consideration implies a price of CAD$0.3379 per FLYHT Share, representing a 41% premium to the closing price of the FLYHT Shares on the TSX Venture Exchange on October 21, 2024 and a 46% premium to the 10-day volume-weighted average price per Common Share for the period ended on October 21, 2024.

Brad Bourne, President and CEO, FTG Corporation stated, “The acquisition of FLYHT aligns almost perfectly with our corporate development objectives. It significantly increases our activity in the commercial aerospace aftermarket and FLYHT’s Satcom product is a factory option on all Airbus aircraft, via a licencing arrangement. We have been impressed with the team at FLYHT and their creativity, technical excellence and perseverance in developing a number of new products that we can take to the market right away. The FLYHT team will increase FTG’s technical expertise, and certification capabilities that will be leveraged for future growth of the combined company.”

Transaction Details

The Transaction is structured as an arrangement under the Canada Business Corporations Act and will require the approval of 66 2/3% of the votes cast by FLYHT shareholders at a special meeting to be held to approve the Transaction (the “Special Meeting”).

The Transaction is subject to receipt of FLYHT shareholder and court approvals, any required regulatory approvals and consents, and customary closing conditions and is expected to close by December 31, 2024. Completion of the Transaction is not subject to any financing condition. Upon the completion of the Transaction, FLYHT will become a wholly owned subsidiary of FTG.

The Agreement includes customary provisions relating to deal-protection provisions, including a non-solicitation covenant on the part of FLYHT and a right for FTG to match any Superior Proposal (as defined in the Agreement). FLYHT has also agreed to pay a fee to FTG upon the termination of the Agreement in certain circumstances.

Officers, directors and certain significant shareholders of FLYHT, holding in the aggregate FLYHT Shares representing in aggregate approximately 24% of the issued and outstanding FLYHT Shares, have entered into voting support agreements with FTG and have agreed to vote in favour of the Transaction at the Special Meeting.

None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any United States state securities laws, and any securities issuable in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements, including pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under United States state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.