Astra Announces Closing of Take-Private Transaction
2024年7月18日 - 10:10PM
ビジネスワイヤ(英語)
Astra Space, Inc. (“Astra” or the “Company”) (Nasdaq: ASTR)
announced today the successful closing of its take-private
transaction.
Under the terms of the definitive agreement for the transaction
(the “Merger Agreement”) that was previously announced on March 7,
2024, Apogee Parent, Inc., (“Parent”), an entity formed by Chris
Kemp, Astra’s co-founder, chief executive officer and chairman, and
Dr. Adam London, Astra’s co-founder, chief technology officer and
director, will acquire all of the outstanding shares of the
Company’s Class A common stock, par value $0.0001 per share (the
“Class A Shares”) not already owned by it for the right to receive
$0.50 per share in cash, as more fully described in the Merger
Agreement.
With the completion of the take-private acquisition, the Class A
Shares ceased trading prior to the opening of trading on July 18,
2024 and will no longer be listed on the Nasdaq Capital Market
(“Nasdaq”). The Company also intends to make the applicable filings
with the U.S. Securities and Exchange Commission (the “SEC”) to
suspend its periodic reporting obligations and to terminate the
registration of the Class A Shares underlying the Company’s active
registration statements.
As previously disclosed, (i) on April 17, 2024, the Company
received a deficiency notice from Nasdaq that the Company is not in
compliance with Nasdaq Listing Rule 5450(a)(1) because the per
share closing bid price of the Class A Shares had been below $1.00
for thirty consecutive business days prior to such deficiency
notice; and (ii) on April 23, 2024, the Company received a
deficiency notice from Nasdaq that the Company is not in compliance
with the minimum stockholders’ equity listing requirement set forth
in Nasdaq Listing Rule 5550(b)(1) because the Company’s Annual
Report on Form 10-K for the period ended December 31, 2023,
reported stockholders’ equity below $2.5 million.
Advisors
Houlihan Lokey Capital, Inc. served as financial advisor to the
Special Committee of the Board of Directors of Astra (the “Special
Committee”), and Freshfields Bruckhaus Deringer US LLP served as
the Special Committee’s legal counsel. Cozen O’Connor, P.C. served
as legal counsel to Astra. Pillsbury Winthrop Shaw Pittman LLP
served as legal counsel to Parent and Moelis & Company served
as financial advisor to Parent.
About Astra Space, Inc.
Astra’s mission is to improve life on Earth from space by
creating a healthier and more connected planet. Today, Astra offers
one of the lowest cost-per-launch dedicated orbital launch
services, and one of the industry’s leading flight-proven electric
propulsion systems for satellites, the Astra Spacecraft Engine.
About Apogee Parent Inc.
Parent was formed solely for the purpose of entering into and
consummating the merger with Astra. Parent is owned by a number of
long-term investors of Astra and its predecessor, including Mr.
Kemp and Dr. London.
Forward Looking Statements
Certain statements made in this press release are
“forward-looking statements.” Forward-looking statements may be
identified by the use of words such as “anticipate,” “believe,”
“expect,” “estimate,” “plan,” “outlook,” and “project” and other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements reflect the current analysis of existing
information and are subject to various risks and uncertainties. As
a result, caution must be exercised in relying on forward-looking
statements. The following factors, among others, could cause actual
results to differ materially from those described in these
forward-looking statements: (i) the Company’s failure to meet
projected development and delivery targets, including as a result
of the decisions of governmental authorities or other third parties
not within the Company’s control; (ii) changes in applicable laws
or regulations; (iii) the ability of the Company to meet its
financial and strategic goals; (iv) the ability of the Company to
pursue a growth strategy and manage growth profitability; (v) the
possibility that the Company may be adversely affected by other
economic, business, and/or competitive factors and (vi) other risks
and uncertainties described from time to time in other reports and
other public filings with the SEC, including the Company's
registration statements, annual reports and quarterly reports.
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Investor Contact: investors@astra.com
Media Contact: press@astra.com