SatixFy Israel Ltd. entered into an agreement to acquire Endurance Acquisition Corp. from a group of shareholders for approximately $510 million in a reverse merger transaction.
The transaction is subject to approvals of the shareholders of Endurance and SatixFy; Registration Statement shall have become effective; Endurance has at least $5,000,001 of net tangible assets; listing of shares shall have been approved by the Nasdaq Capital Market or another national securities exchange; filing and obtaining of certain notices and approvals to and by the Israeli Innovation Authority; and other customary closing conditions. As of June 13, 2022, Endurance Antarctica, Endurance, and SatixFy entered into Amendment to the Sponsor Letter Agreement. Certain shareholders of SatixFy entered into transaction support agreements to vote in favor of the transaction. The transaction has been unanimously approved by the Board of Directors of both Endurance and SatixFy. As of October 25, 2022, the shareholders of Endurance has approved the deal. The transaction is expected to be consummated in the second half of 2022. As of October 17, 2022, the business combination is expected to close at the end of October 2022.
Larry Medvinsky, David Slotkin, Aly El Hamamsy, Anthony Carbone, Dave Sturgeon, Andy Campbell, Seth Graham, Amanda Hines Gold, Alex Okuliar, Charles Capito, Andrew Turnbull, Annabel Gillham, Stuart Alford, Trevor James and Gareth Rees of Morrison & Foerster LLP; Clifford M. J. Felig of Meitar; and, David Bulley and Dean Bennett of Appleby acted as legal advisors to Endurance. Brian Wolfe, Michael Kaplan, Lee Hochbaum, Jake Tyshow, David H. Schnabel and Frank J. Azzopardi of Davis Polk & Wardwell LLP, and Richard J. Mann and Craig Rubin of Gross & Co. acted as legal advisors to SatixFy. Barclays Capital Inc. is serving as the financial advisor and acting as capital markets advisor to SatixFy. Truist Securities, Inc. is serving as financial advisor to Endurance and Cantor Fitzgerald is acting as capital markets advisor to Endurance. Barclays and Cantor Fitzgerald & Co. are also acting as placement agents on the PIPE. DLA Piper LLP (US) is acting as placement agent counsel. King & Spalding LLP is acting as counsel to CF Principal Investments LLC in connection with the Committed Equity Facility. Endurance will pay Truist Securities a fee of $2.855 million upon consummation of the transaction, and up to an additional $2.145 million will be payable depending on the amount of proceeds involved in the Business Combination. SatixFy will pay Barclays Capital a fee of $7.5 million upon consummation of the transaction, and up to an additional $3.5 million will be payable depending on the amount of proceeds involved in the Business Combination. Kevin Manz of King & Spalding LLP acted as legal advisor to Cantor Fitzgerald & Co. Morrison & Foerster LLP, Meitar Liquornik Geva Leshem Tal & Co and Cantor Fitzgerald & Co. acted as business, technical, financial, operational and legal due diligence provider to Endurance. Continental Stock Transfer & Trust Company acted as transfer agent to Endurance. Endurance has hired MacKenzie Partners, Inc. to assist in the proxy solicitation process. Endurance will pay to MacKenzie Partners, Inc. a fee of $15,000, plus disbursements.