| |
MESSAGE _ENGLISH VERSION_
|
|
| |
The Management Board of MBF Group S.A., with its registered office in
Warsaw _"the Issuer", "the Company"_ announces that on 19 April 2026 it
entered into a Strategic Cooperation and Investment Intent Agreement
with Fairchild Aerospace Corporation, based in West Palm Beach, Florida,
USA _"the Partner"_. The agreement is of a framework nature and reflects
the ongoing and advanced strategic process between the parties,
constituting the first stage of a potential long-term technological,
operational and capital cooperation.
Fairchild Aerospace Corporation represents the continuation and legacy
of one of the most recognisable brands in the history of the US
aerospace industry. The Fairchild name is inextricably linked to the
design and manufacture of legendary aircraft platforms, including the
Fairchild Republic A-10 Thunderbolt II close air support aircraft, which
remains to this day one of the most recognisable and battle-tested
aircraft in the world. The technological heritage and engineering
expertise associated with this brand represent significant added value
in the context of the planned cooperation.
The Issuer notes that the Partner operates in the aerospace, defence and
dual-use solutions sectors, focusing on the development and integration
of advanced systems and projects with international potential. In the
opinion of the Management Board of MBF Group S.A., the potential
involvement of an entity with such a profile and expertise could
significantly influence the development of the Issuer's projects and its
positioning within the global value chain of the UAV and defence
technology sector.
In accordance with the terms of the agreement, the parties have
expressed their willingness to hold discussions regarding the Partner's
participation in the Issuer's shareholding structure. The agreement
provides for the possibility of the Partner acquiring newly issued
shares in the Company, with the initially envisaged level of capital
involvement comprising a stake of approximately 10% or more in the
Issuer's share capital, subject to further negotiations and the
agreement of the specific terms of the transaction.
At the same time, the Issuer's Management Board informs that, in the
course of the ongoing discussions, the Partner has initiated a
counter-offer regarding the possibility of acquiring a block of shares
exceeding the threshold specified in the agreement, i.e. up to
approximately 20% of the Company's share capital, depending on the
further course of negotiations and the assessment of the potential of
joint projects. Furthermore, should the envisaged operational and
technological objectives be achieved, the parties do not rule out
presenting a proposal for structural integration in the future,
including a potential reverse takeover of the Company, whilst complying
with applicable laws and the Issuer's interests.
As part of the ongoing discussions, the parties have also agreed that
the issue price for the acquisition of shares in a potential transaction
will not be lower than PLN 10.00 _ten zlotys_ per share at the current
stage of negotiations, whilst the final terms of the issue will be
subject to further agreement and will require the relevant corporate
approvals, including that of the Issuer's Supervisory Board. At the same
time, the Issuer notes that the signed agreement provides for a
cooperation model going beyond traditional commercial relations, based
on the development of a shared economic interest and the parties'
long-term commitment to project development. In this context, the
parameters of the potential investment, including the issue price,
should be considered in conjunction with the scope of cooperation,
access to projects and the potential to influence their further
development and scaling.
The Issuer emphasises that the investment model provides for the
possibility of flexible forms of engagement, encompassing both cash
contributions and contributions in kind in the form of technology,
intellectual property, licences, products or market access, as well as
hybrid solutions. This type of structure is characteristic of projects
carried out in the technology and defence sectors, where expertise and
the ability to implement and commercialise it are key assets. In the
Management Board's view, adopting such a model may significantly
accelerate the development of the Issuer's projects and increase their
potential for scaling up in international markets.
Furthermore, the agreement provides for the possibility of using
additional financial instruments in the future, including subscription
warrants or similar mechanisms, which may enable the Partner to increase
its capital commitment to the Company over the long term, whilst
maintaining alignment of interests between both parties and a
cooperation model based on the long-term development of projects. This
mechanism allows for the gradual building of the investor's commitment
based on the implementation of subsequent project phases and their
impact on the Company's valuation. In practice, this means the ability
to adjust the level of investment to the pace of project development and
to mitigate risk on the investor's side whilst maintaining growth
potential.
The Issuer's Management Board notes that the application of the above
solutions is in line with international standards for the implementation
of highly innovative and complex projects, in which long-term
cooperation and the integration of partners' expertise are of key
importance.
The Issuer emphasises that the agreement takes into account the specific
nature of cooperation with a US partner, particularly with regard to
regulations concerning technology exports _including ITAR/EAR_ and
standards for conducting projects in the defence sector. The parties
have declared their full compliance with applicable regulations and
their readiness to structure the cooperation in a manner ensuring the
legal and operational security of the planned projects.
At the same time, the Company's Management Board notes that the
conclusion of this agreement follows on from earlier arrangements
between the parties, in particular the Mutual Confidentiality and
Non-Disclosure and Non-Circumvention Agreement _NCNDA_ concluded on 16
November 2025 between the Issuer and Fairchild Aerospace Corporation,
which established a formal framework for conducting confidential
discussions and exchanging strategic and technological information. The
Issuer did not publish information regarding the conclusion of the
aforementioned agreement, as at that stage there were no grounds to
classify it as confidential information within the meaning of the MAR
regulations; furthermore, the nature and sensitivity of the discussions
could have had a significant impact on the possibility of reaching the
current agreement.
The Issuer's Management Board regards the conclusion of this agreement
as one of the key steps in implementing the strategy to build an
international technology and industrial platform, integrating entities
from Europe, the United States, Turkey and India. In the Management
Board's opinion, the potential capital investment by a partner with
global recognition and technological capabilities may constitute a
significant factor in the growth of the Company's value in the medium
and long term.
The Issuer hereby informs that any further material information
regarding the progress of negotiations, potential capital transactions
and the implementation of joint projects will be disclosed in the form
of ESPI current reports, in accordance with applicable law and capital
market transparency rules.
|
|
|
RB_ASO: Podpisanie strategicznej umowy inwestycyjnej z Fairchild Aerospace Corporation oraz
ustalenie kierunków współpracy kapitałowej i technologicznej
