Shares of Spire International (SPIR) have fallen $9.89, or 50%, to $9.96 in morning buying and selling after the corporate disclosed in a regulatory submitting earlier that Kpler Holding has didn’t consummate the closing of an agreed upon deal. Within the submitting, the corporate acknowledged: “As beforehand disclosed, on November 13, 2024, Spire International, Inc. entered right into a Share Buy Settlement with Kpler Holding SA, a Belgian company, pursuant to which the corporate agreed to promote its maritime enterprise to the client and enter into sure ancillary agreements. The maritime enterprise to be offered pursuant to the transactions doesn’t embrace any a part of the corporate’s satellite tv for pc community or operations. The acquisition worth to be paid by purchaser to the corporate on the closing of the transactions is a money cost primarily based upon an enterprise worth of $233.5M, topic to customary changes. The supply additionally features a twelve-month transition service and information provision settlement for $7.5M. The acquisition settlement supplies that the closing of the transactions is topic to the satisfaction or waiver of sure closing circumstances set forth within the buy settlement. The corporate disclosed in November 2024 that it anticipated closing the transactions throughout the first quarter of 2025. The corporate believes all circumstances to closing contained within the buy settlement have been happy or may very well be happy. However the corporate’s discover to purchaser to that impact, purchaser has didn’t consummate the closing. Purchaser has cited numerous causes for declining to shut, which the corporate has rejected. There’s at the moment no governmental order in impact prohibiting closing and, within the buy settlement, purchaser agreed to ‘use finest efforts, and to take any and all actions crucial, to remove each obstacle that’s asserted’ by related authorities entities in order to allow the events to consummate the transactions promptly. The corporate believes that purchaser’s failure to shut will not be in keeping with the phrases of the acquisition settlement, which don’t give purchaser the choice to delay closing as soon as all closing circumstances have been met. On account of the foregoing, on February 10, 2025, the corporate filed a criticism within the Delaware Court docket of Chancery towards purchaser in search of a grant of particular efficiency ordering purchaser to fulfill its obligations beneath the Buy Settlement and consummate the closing in accordance with the phrases of the acquisition settlement. Within the criticism, the corporate additionally requests a declaratory judgment declaring that purchaser has breached its obligations beneath the acquisition settlement and isn’t excused from performing its obligations beneath the acquisition settlement, together with continuing with the closing. There is no such thing as a assurance as to what motion the Delaware Court docket of Chancery will take with respect to the continuing initiated by the corporate and there’s no assurance as as to whether or not the transactions will probably be consummated on the phrases contemplated or in any respect. Whether or not or not the transactions are consummated as required, the corporate reserves all of its rights beneath the acquisition settlement and in legislation and fairness, together with the precise to hunt damages and different treatments from purchaser. The quantity of any damages which can be sought or obtained from purchaser can’t be decided at the moment.”