MDA to Acquire DigitalGlobe, Creating Industry Leader in End-to-End Space Systems, Earth Imagery and Geospatial Solutions


Combination to Offer Enhanced, Value-Added Services to Commercial and Government
Customers Worldwide
Creates Leading Provider of Satellites, Earth Imagery, Geospatial Data Solutions and Analytics
Expands Market Access, Increases Scale, and Diversifies Revenue and Customer Base
Transaction Expected to be Accretive to Operating Earnings per Share in 2018,
Anticipated to Deliver C$75-150M in Run-Rate Synergies by 2019
Provides DigitalGlobe Shareowners with Immediate Cash Value and Opportunity to
Participate in Upside Potential of Combined Company
 

SAN FRANCISCO and WESTMINSTER, Colo. – February 24, 2017 – MacDonald, Dettwiler and
Associates Ltd. (“MDA”) (TSX: MDA), a global communications and information company
providing technology solutions to commercial and government organizations worldwide, and
DigitalGlobe, Inc. (“DigitalGlobe”) (NYSE: DGI), the global leader in Earth imagery and
information about our changing planet, today announced they have entered into a definitive
merger agreement, pursuant to which MDA will acquire DigitalGlobe for US$35.00 per share in
a combination of cash and stock. The transaction values DigitalGlobe at an equity value of
approximately C$3.1 billion (US$2.4 billion), and an enterprise value of C$4.7 billion (US$3.6
billion), including assumption of DigitalGlobe’s C$1.6 billion (US$1.2 billion) in net debt. The
transaction has been unanimously approved by the boards of directors of both companies, and
is expected to close in the second half of 2017.

Under the terms of the agreement, each DigitalGlobe common share will be exchanged for
US$17.50 in cash and 0.3132 MDA common shares, representing a per share value of US$17.50
based on MDA’s unaffected closing share price of C$73.40 on the Toronto Stock Exchange (TSX)
on February 16, 2017, the day prior to market speculation about a potential combination, and a
C$/US$ exchange ratio of 0.7612. The total cash and stock per share value consideration
represents an 18% premium based on DigitalGlobe’s unaffected closing stock price on the New
York Stock Exchange (NYSE) on February 16, 2017.

The combination will bring together complementary space-related capabilities, creating a
stronger company uniquely positioned to capture growth in the U.S., Canadian and global Earth
observation and geospatial services markets given its ability to provide complete, end-to-end
space systems, earth imagery and geospatial solutions. Together, the combination will leverage
a full suite of space-related capabilities, including communications and Earth observation
satellites and robotics, ground stations, integrated electro-optical and radar imagery, and
advanced data analytics. Additionally, the combined company will lead in cloud-based
information services that allow commercial and government customers worldwide to better
understand activity across the changing planet.

As part of the transaction, MDA will apply to list its shares on the NYSE in addition to the TSX.
Upon completion of the transaction, the combined Company will continue to execute its U.S.
Access Plan strategy. This will include further reorganization of all or part of the combined
Company’s corporate and operating structure to ensure that the ultimate parent of
DigitalGlobe is incorporated in the U.S. by the end of 2019, subject to customary approvals.
MDA undertook a corporate reorganization in 2016 that included the formation of SSL MDA
Holdings, Inc. (“SSL MDA Holdings”), the U.S. Operating Company of MDA, under the guidance
and approval of the U.S. Department of Defense (DoD). SSL MDA Holdings currently operates
under a Security Control Agreement (SCA) with DoD, allowing it to pursue and execute U.S.
Government programs that require security clearances.

“Today’s announcement creates a new company that will lead the industry, offering space
systems and imaging solutions from inception to execution, able to make design decisions with
our customer’s needs in mind,” said Howard L. Lance, president and chief executive officer of
MDA. “This combination has the scale, resources and technology to serve the large and
increasingly complex needs of government and commercial customers globally. By combining
MDA and DigitalGlobe, we are significantly expanding our total addressable market by
broadening both companies’ capabilities and facilitating future growth.”
Lance continued, “MDA remains fully committed to its enduring and valued partnership with
the Canadian Government and our Canadian employees. This combination offers the
opportunity to deliver future economic and job growth in both Canada and the United States,
as we focus on driving sustainable revenue expansion from our investments and create value
for all our stakeholders.”

Lance further stated, “The transaction is a major step forward in our previously announced U.S.
Access Plan. We are committed to serving the U.S. Government as a mission-critical partner
with an expanded portfolio of end-to-end solutions. DigitalGlobe will operate as a stand-alone
division under SSL MDA Holdings, in the same way as SSL and MDA’s Canadian businesses.”
Jeffrey R. Tarr, president and chief executive officer of DigitalGlobe, said, “Following a thorough
review of strategic alternatives, we believe that joining forces with MDA will enable us to
deliver more value to our customers, expand opportunities for our team members and
maximize value for shareowners. This compelling transaction will deliver immediate cash value
to shareowners with further upside through ownership in the combined entity, position
DigitalGlobe to reach its next phase of growth and provide greater opportunities for our team
members by being part of a larger, more diversified company.”
Tarr continued, “Upon completing the transaction, DigitalGlobe will accelerate our vision of
being the leading source of information about our changing planet. We look forward to working
with the MDA team to ensure a seamless transition and to realize the potential of this exciting
combination.”

COMPLEMENTARY CAPABILITIES AND UNMATCHED SERVICES
MDA is one of Canada’s leading technology companies, and has provided government and
commercial customers with innovative space systems and solutions for decades. Since its
founding more than 60 years ago in Palo Alto, Calif., MDA’s subsidiary company SSL (Space
Systems Loral) has been the recognized global leader in communications satellite design and
manufacturing. SSL’s global customers operate more than 85 communications satellites in
geostationary orbit. SSL also produces small satellites for Earth observation and
communications applications. In addition, SSL executes programs for NASA and other U.S.
Government agencies, and was recently awarded two U.S. Government spacecraft program
contracts for NASA, including Restore-L and Psyche. MDA Information Systems, based in
Gaithersburg, Md. and Ypsilanti, Mich., is a leading provider of geospatial processing solutions
and mission systems to U.S. Government and commercial customers. MDA in Canada is the
leading supplier of radar satellites, geospatial services, integrated systems and robotics to the
Canadian Department of National Defence (DND), the Canadian Space Agency (CSA) and
commercial customers through its operations in Vancouver, Toronto, Montreal, Ottawa, and
Halifax.

DigitalGlobe brings to the combined company the industry's most sophisticated satellite
imaging constellation, a 17-year time-lapse image library, a world-class ground infrastructure,
and a growing ecosystem of geospatial content producers and consumers leveraging artificial
intelligence and machine learning to address complex global problems at scale. DigitalGlobe
recently acquired The Radiant Group, which dramatically expands its capabilities in advanced
geospatial expertise and analytics. DigitalGlobe is a trusted mission partner to the U.S.
Government and friendly foreign governments, serving customers in 90 countries around the
globe and a diverse set of industry-leading commercial customers that rely on the highest
quality imagery and advanced geospatial expertise to make decisions with confidence. The
company is engaged in extending its industry lead through its investment in its next generation
constellation, WorldView-Legion, and its partnership with KACST and TAQNIA Space to build a
fleet of small satellites, SCOUT, which will allow the company to image the most rapidly
changing places on Earth up to 40 times per day.

STRATEGIC AND FINANCIAL BENEFITS OF THE COMBINATION
The combination of MDA and DigitalGlobe’s technology offer attractive vertical integration
benefits, including lower costs, increased speed-to-market and enhanced analytics capabilities.
Combining MDA’s leadership in satellite design and manufacturing, radar capabilities, ground
systems and systems engineering with DigitalGlobe’s world-leading constellation, archive,
platform and advanced geospatial expertise and analytics will drive value and open channels for
growth in adjacent markets. MDA’s industry-leading technology in large and small satellites and
ground stations will enhance DigitalGlobe’s future constellations, positioning the combined
company to extend its lead in the collection, dissemination and analysis of commercial Earth
imagery collected with unrivaled resolution, accuracy, revisit and refresh of the most rapidly
changing places on the planet.
The transaction is expected to be accretive to MDA’s Operating EPS in 2018 and the combined
company will deliver meaningful revenue and cost synergies of C$75-150 million on a run-rate
basis by 2019. Revenue synergies include accelerating SSL’s penetration into U.S. Government
markets, international market expansion, cross-selling opportunities and the ability to target
larger geospatial services contract awards. Cost synergies include elimination of duplicative
public company costs, procurement cost savings, efficiencies gained by leveraging SSL’s
manufacturing capabilities for future Earth observation satellite constellations, and the
operational benefits of increased scale.

LEADERSHIP STRUCTURE
Mr. Lance, president and chief executive officer of MDA and president and chief executive
officer of SSL MDA Holdings, will lead the combined company. Mr. Lance’s extensive experience
in the global aerospace, defense and security markets will help guide and inform the transition
and will position the combined company to capture growing demand for end-to-end space
systems solutions.
The DigitalGlobe name, brand and headquarters in Westminster will be maintained. In addition,
three of DigitalGlobe’s current directors will be appointed to the MDA Board of Directors. The
combined company will have approximately 4,600 employees in the United States and will
continue to employ more than 1,800 in Canada.

APPROVALS
The transaction is subject to customary closing conditions, including required regulatory
approvals, as well as approval by both MDA and DigitalGlobe shareholders. MDA and
DigitalGlobe will continue to operate as separate companies until the closing of the transaction.

ADVISORS
BofA Merrill Lynch is serving as financial advisor, and Vinson & Elkins LLP and Stikeman Elliott
LLP are serving as legal counsel, to MDA. RBC Capital Markets is serving as financial and capital
markets advisor to MDA, and BMO Capital Markets provided a fairness opinion. Fully
committed financing for the transaction is being provided by Royal Bank of Canada and BofA
Merrill Lynch.
PJT Partners and Barclays are serving as financial advisors, and O’Melveny & Myers LLP is
serving as legal counsel, to DigitalGlobe. PJT Partners and Barclays provided fairness opinions to
DigitalGlobe.

INVESTOR AND MEDIA CONFERENCE CALL AND WEBCAST
Executives from MDA and DigitalGlobe will host a call for the investment community and media
today at 5:30 AM Pacific time / 8:30 AM Eastern time to discuss the transaction. To access the
conference call, please dial (855) 212-2368 in Canada and the United States, or +1 (315) 625-
6886 from other countries, and reference conference ID # 74632653. A slide presentation and
the live audio webcast will be available and archived on both companies’ websites.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements and other information included in this press release constitute “forwardlooking information” or “forward-looking statements” (collectively, “forward-looking
statements”) under applicable securities laws, including the Private Securities Litigation Reform
Act of 1995. Statements including words such as “may”, “will”, “could”, “should”, “would”,
“plan”, “potential”, “intend”, “anticipate”, “believe”, “estimate” or “expect” and other words,
terms and phrases of similar meaning are forward-looking statements. Forward-looking
statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks
and uncertainties. Such forward-looking statements include, but are not limited to, statements
as to MDA’s and DigitalGlobe’s managements’ expectations with respect to: the benefits of the
transaction, including future financial and operating results, and strategic and integration
opportunities; the combined company’s plans, objectives, expectations and intentions;
expectations for sales growth, synergies, earnings and performance; shareholder value; and
other statements that are not historical facts. This press release also contains forward-looking
statements regarding the anticipated completion of the transaction and timing thereof.

Forward-looking statements in this press release are based on certain key expectations and
assumptions made by MDA and DigitalGlobe, including expectations and assumptions
concerning: market and general economic conditions; growth in demand for products and
services of the combined company; currency exchange and interest rates; planned synergies,
capital efficiencies and cost-savings; applicable tax laws; future debt ratings; the availability and
cost of labor, services and materials; and the receipt, in a timely manner, of regulatory, stock
exchange, shareholder and other third party approvals in respect of the transaction. Although
management of MDA and DigitalGlobe believe that the expectations and assumptions on which
such forward-looking statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because MDA and DigitalGlobe can give no
assurance that they will prove to be correct.

Forward-looking statements are subject to various risks and uncertainties which could cause
actual results and experience to differ materially from the anticipated results or expectations
expressed in this press release. Some of the key risks and uncertainties include, but are not
limited to: changes in government priorities, mandates, policies, funding levels, contracts and
regulations, including the grant and maintenance of security clearances, loss or reduction in
scope of any of our primary contracts, or decisions by customers not to exercise renewal
options; growth in the businesses of our customers and the ability of our customers to develop
new services; inherent risks of performance on firm fixed price construction contracts and
termination of contracts by customers for convenience; decrease in demand for our products
and services; failure to maintain technological advances and offer new products to retain
customers and market position; reliance on a limited number of vendors to provide certain key
products or services to us; breach of our system security measures or loss of our secure facility
clearance and accreditation; the loss or damage to any of our satellites; delays in the
construction and launch of any of our satellites or our ability to achieve and maintain full
operational capacity of all our satellites; potential for product liability or the occurrence of
defects in products or systems and resulting loss of revenue and harm to our
reputation; detrimental reliance on third parties for data; interruption or failure of our ground
systems and other infrastructure; increased competition that may reduce our market share or
cause us to lower our prices; changes in political or economic conditions, including fluctuations
in the value of foreign currencies, interest rates, energy and commodity prices, trade laws and
the effects of governmental initiatives to manage economic conditions; our ability to recruit,
hire or retain key employees or a highly skilled and diverse workforce; potential for work
stoppages; failure to obtain or maintain required regulatory approvals and licenses; failure to
comply with environmental regulations; and changes in U.S., Canadian or foreign law or
regulation that may limit our ability to distribute our products and services. There are also risks
that are inherent in the nature of the transaction, including: failure to realize anticipated
synergies or cost savings; risks regarding the integration of the two companies; and failure to
obtain any required regulatory and other approvals (or to do so in a timely manner). The
anticipated timeline for completion of the transaction may change for a number of reasons,
including the inability to secure necessary regulatory, stock exchange or other approvals in the
time assumed or the need for additional time to satisfy the conditions to the completion of the
transaction. As a result of the foregoing, readers should not place undue reliance on the
forward-looking statements contained in this press release concerning the timing of the
transaction. Additional information concerning these and other risk factors can be found in
MDA’s filings with Canadian securities regulatory authorities, which are available online under
MDA’s profile at www.sedar.com or on MDA’s website at www.mdacorporation.com, and in
DigitalGlobe’s filings with the United States Securities and Exchange Commission, including Item
1A of DigitalGlobe’s Annual Report on Form 10-K for the year ended December 31, 2015.
The forward-looking statements contained in this press release are expressly qualified in their
entirety by the foregoing cautionary statements. All such forward-looking statements are based
upon data available as of the date of this release or other specified date and speak only as of
such date. MDA and DigitalGlobe disclaim any intention or obligation to update or revise any
forward-looking statements in this press release as a result of new information or future
events, except as may be required under applicable securities legislation.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed merger of DigitalGlobe, Inc. (“DigitalGlobe”)
with a wholly owned subsidiary of Macdonald, Dettwiler and Associates Ltd. (“MDA”). In
connection with the proposed merger, MDA intends to file a registration statement on Form F-4
with the U.S. Securities and Exchange Commission (“SEC”), which will include a preliminary
proxy statement of DigitalGlobe that also constitutes a preliminary prospectus of MDA. After
the registration statement is declared effective, MDA and DigitalGlobe will mail the definitive
proxy statement/prospectus to DigitalGlobe’s stockholders. The definitive proxy
statement/prospectus will contain important information about the proposed merger and
related matters. STOCKHOLDERS OF DIGITALGLOBE ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS), CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT DIGITALGLOBE AND THE MERGER. Stockholders will be able
to obtain copies of the proxy statement/prospectus and other relevant materials (when they
become available) and any other documents filed with the SEC by DigitalGlobe for no charge at
the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by MDA also can
be obtained free of charge on MDA’s corporate website at www.mdacorporation.com or by
contacting MDA’s Investor Relations Department by telephone at (604) 331-2044 or by mail to
MDA, Attention: Investor Relations Department, 1570 – 200 Burrard Street, Vancouver, BC V6C
3L6. Copies of the documents filed with the SEC by DigitalGlobe also can be obtained free of
charge on DigitalGlobe’s corporate website at www.digitalglobe.com or by contacting
DigitalGlobe’s Investor Relations Department by telephone at (303) 684-4000 or by mail to
DigitalGlobe, Attention: Investor Relations Department, 1300 W. 120th Ave., Westminster, CO
80234.

In addition, in connection with the proposed merger, a management information circular of
MDA, describing details of the transaction and other information, will be mailed to MDA’s
shareholders. The management information circular will contain important information about
the proposed merger and related matters. SHAREHOLDERS OF MDA ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH CANADIAN SECURITIES REGULATORY AUTHORITIES,
INCLUDING THE MANAGEMENT INFORMATION CIRCULAR, CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT MDA AND THE MERGER. Additional information about MDA, including all relevant
documents filed with Canadian securities regulatory authorities, can be found under its
corporate profile on SEDAR at www.sedar.com or by contacting the contact above.
PARTICIPANTS IN THE SOLICITATION

This communication is not a solicitation of proxies in connection with the proposed
merger. However, DigitalGlobe, MDA and their respective directors and executive officers and
certain other employees may be deemed to be participants in the solicitation of proxies from
DigitalGlobe’s stockholders in respect of the proposed merger. Information concerning the
ownership of DigitalGlobe’s securities by DigitalGlobe’s directors and executive officers is
included in their SEC filings on Forms 3, 4, and 5, and additional information about
DigitalGlobe’s directors and executive officers is also available in DigitalGlobe’s proxy statement
for its 2016 annual meeting of stockholders filed with the SEC on April 14, 2016. Information
about the directors and executive officers of MDA is set forth in the Management Proxy Circular
for MDA’s 2016 annual meeting of shareholders, which was filed with SEDAR on April 11, 2016
and which is available at www.sedar.com. Other information regarding persons who may be
deemed participants in the proxy solicitation, including their respective interests by security
holdings or otherwise, will be set forth in the proxy statement/prospectus relating to the
proposed merger when it becomes available and is filed with the SEC. These documents can be
obtained free of charge from the sources indicated above.

ABOUT MDA
MDA (TSX: MDA), is a global communications and information company providing operational
solutions to commercial and government organizations worldwide.
MDA's business is focused on markets and customers with strong repeat business potential,
primarily in the Communications sector and the Surveillance and Intelligence sector. In
addition, the Company conducts a significant amount of advanced technology development.
MDA's established global customer base is served by more than 4,800 employees operating
from 15 locations in the United States, Canada, and internationally.
MacDonald, Dettwiler and Associates Ltd. (MDA) common shares trade on the Toronto Stock
Exchange under the symbol "MDA."

ABOUT SSL MDA HOLDINGS
SSL MDA Holdings, Inc., based in San Francisco, CA, is a wholly owned subsidiary of MacDonald,
Dettwiler and Associates Ltd. and serves as the operating company for all MDA businesses.
ABOUT DIGITALGLOBE
DigitalGlobe is a leading global provider of high-resolution Earth-imagery products and services
sourced from our own advanced satellite constellation and third-party providers. Our imagery
solutions support a wide variety of users in defense and intelligence, civil agencies, mapping
and analysis, environmental monitoring, oil and gas exploration, infrastructure management,
Internet portals, and navigation technology. Each day users depend on us to better understand
our changing planet in order to save lives, resources and time.

MDA CONTACTS
Investor Relations
Marissa Poratto
MDA Investor Relations
(604) 331-2044
mporatto@mdalimited.ca
Media relations (Canada):
Wendy Keyzer
MDA Media Relations
(604) 231-2743
wendy@mdacorporation.com
Media relations (United States):
Trevor R. Martin
Abernathy MacGregor
(415) 926-7961
trm@abmac.com
DIGITALGLOBE CONTACTS
Investor Relations
Fred Graffam
DigitalGlobe, Inc.
(303) 684-1692
ir@digitalglobe.com
Media Relations
Turner Brinton
DigitalGlobe, Inc.
(303) 684-4545
turner.brinton@digitalglobe.com
Eric Brielmann / Scott Bisang / Matthew Gross
Joele Frank, Wilkinson Brimmer Katcher
(212)  


Published Friday, February 24th, 2017


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