Chart Acquisition Corp. announces plans to merge with Tempus Applied Solutions, LLC
Chart Acquisition Corp. (“Chart”), of New York, NY, announced on January 5 that it has entered into an Agreement and Plan of Merger (“Merger Agreement”) with Tempus Applied Solutions, LLC (“Tempus”), an aviation solutions company (the “Business Combination”). Pursuant to the terms of the Merger Agreement, Chart and Tempus will combine under a new holding company called Tempus Applied Solutions Holdings, Inc. (“Tempus Holdings”).
Tempus is a recently-formed company that provides customized aircraft engineering, integration and operations solutions that support critical missions of the United States Department of Defense (DoD), U.S. intelligence agencies, foreign governments, heads of state and others worldwide. Tempus will design and implement special mission aircraft modifications related to intelligence, surveillance and reconnaissance systems, new generation command, control and communications systems and VIP interior components and provide ongoing operational support including flight crews and maintenance services to customers. In addition, it transitions undervalued and underutilized aircraft to alternative configurations that are then used for more profitable special mission purposes. Tempus is headquartered in Williamsburg, Virginia.
Chart further announced that, in connection with entering into the Merger Agreement, it has terminated its previously announced transaction with Tempus Intermediate Holdings, LLC (“TIH”). Concurrent with the closing of the Business Combination, TIH will enter into an agreement with Tempus and Tempus Holdings not to compete in Tempus’ business area for four years.
Scott Terry, founder and CEO of Tempus, who will serve as CEO of Tempus Holdings, stated: “Tempus has brought together a talented team of employees that has great experience addressing complex aviation-related mission requirements for governments and heads of state. We have been exploring ways to take advantage of market opportunities and are pleased to be working with Chart, which we believe will enable us to more rapidly address our near-term customer requirements in addition to expanding our marketing reach. We’ve received positive feedback from potential stakeholders about possibly increasing our capital base and we are excited about growing our business by building the additional relationships that public ownership allows.”
Joseph Wright, Chairman and CEO of Chart, who will serve as Chairman of Tempus Holdings, stated: “Tempus provides complex communications, navigation and electronics solutions for special-mission governmental and commercial aircraft. We believe there are strong opportunities in this market, driven by regulatory changes that necessitate the upgrading of equipment in commercial aircraft and increased demand for both military and commercial aircraft with sophisticated mission capabilities. We believe Chart has unique market knowledge and relationships that will enable Tempus to achieve incremental growth. We look forward to working with Scott and his team as they grow a great company.”
The total purchase price for Tempus will be up to $100 million (based on a $10.00 per share price for Chart common stock), subject to adjustments. The Business Combination is subject to the approval of Chart’s stockholders, as well as other closing conditions.
SOURCE Chart Acquisition Corp.