Honeywell International completes acquisition of COM DEV International and spin out of exactEarth

In November, 2015, Honeywell International Inc. entered into an agreement with COM DEV International Ltd., a leading Canadian manufacturer of satellite systems equipment, in which: (i) Honeywell acquired all the outstanding common shares of COM DEV and (ii) the exactEarth Ltd. business, a subsidiary of COM DEV, was spun out as a publicly traded company. exactEarth is the leading international provider of maritime AIS (automatic identification system) data and operates a satellite network for this end. The acquisition and spin out achieved all regulatory approvals and closed on February 4, 2016. For the IPO to take place and the deal to close, exactEarth had to obtain approval from Innovation, Science and Economic Development Canada for the change of ownership and control of its satellite network and spectrum licence holdings that would result from going public. exactEarth was listed and began trading on the TSX on February 9, 2016 (TSX: XCT). The acquisition of COM DEV and spin out of exactEarth followed exactEarth’s filing of a preliminary prospectus for an initial public offering of shares in Ontario. exactEarth elected not to proceed with the IPO. Fasken Martineau acted as special regulatory counsel to exactEarth Ltd. in both transactions. The communications regulatory team included Stephen Acker, Stephen Whitehead and Yael Wexler. Clifford Sosnow and Yael Wexler acted as counsel in respect of sanctions, export controls, and anti-bribery and corruption matters.