RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this proxy statement/prospectus, before making a decision on the merger proposal or the other proposals presented. As a MDA shareholder following completion of the merger, you will be subject to all risks inherent in the business of MDA in addition to the risks relating to DigitalGlobe. The market value of your MDA common shares will reflect the performance of the business relative to, among other things, that of the competitors of MDA and DigitalGlobe and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss. You should carefully consider the following factors as well as the other information contained in and incorporated by reference into this proxy statement/prospectus. For information about the filings incorporated by reference in this proxy statement/prospectus, see the section entitled “Where You Can Find Additional Information.”

Risks Relating to the Merger

Because the market value of MDA common shares that DigitalGlobe shareowners will receive in the merger may fluctuate, DigitalGlobe shareowners cannot be sure of the market value of the stock portion of the consideration that they will receive in the merger.

The stock portion of the merger consideration that DigitalGlobe shareowners will receive upon completion of the merger is a fixed number of MDA common shares, not a number of shares that will be determined based on a fixed market value. The market value of MDA common shares, the exchange rate between the Canadian dollar and the U.S. dollar and the market value of the common stock of DigitalGlobe at the effective time may vary significantly from their respective values on the date that the merger agreement was executed or at other dates, such as the date of this proxy statement/prospectus or the date of the special meeting. Stock price changes may result from a variety of factors, including, among others, changes in MDA’s or DigitalGlobe’s respective businesses, operations or prospects, regulatory considerations, and general business, market, industry or economic conditions. The exchange ratio relating to the stock portion of the merger consideration will not be adjusted to reflect any changes in the market value of MDA common shares, the comparative value of the Canadian dollar and U.S. dollar or market value of the DigitalGlobe common stock. Therefore, the aggregate market value of the MDA common shares that a DigitalGlobe shareowner is entitled to receive at the time that the merger is completed could vary significantly from the value of such shares on the date of this proxy statement/prospectus or the date of the special meeting and, at the time of the special meeting, DigitalGlobe shareowners will not necessarily know or be able to calculate the total value of the merger consideration they would receive upon completion of the merger. Neither DigitalGlobe nor MDA is permitted to terminate the merger agreement solely because of changes in currency exchange rates or in the market prices of either shares of DigitalGlobe common stock or MDA common shares.

Upon completion of the merger, DigitalGlobe shareowners will become MDA shareholders, and the market price for MDA common shares may be affected by factors different from those that historically have affected DigitalGlobe.

Upon completion of the merger, DigitalGlobe shareowners will become MDA shareholders. MDA’s businesses differ from those of DigitalGlobe, and accordingly, the results of operations of MDA will be affected by some factors that are different from those currently affecting the results of operations of DigitalGlobe. The market price of MDA common shares may fluctuate significantly following consummation of the merger and DigitalGlobe shareowners could lose the value of their investment in MDA common shares. In addition, the stock market has experienced significant price and volume fluctuations in recent times which could have a material adverse effect on the market for, or liquidity of, the MDA common shares, regardless of MDA’s actual operating performance. For a discussion of the business of MDA and of some important factors to consider in connection with MDA’s business, see the sections entitled “ Additional Information about MDA ” and “ Risk Factors—Risks Related to MDA’s Business .” For a discussion of the business of DigitalGlobe and of some

32

Table of Contents

important factors to consider in connection with DigitalGlobe’s business, see the documents incorporated by reference in this proxy statement/prospectus and referred to in the section entitled “ Where You Can Find Additional Information. ”

Certain rights of DigitalGlobe shareowners will change as a result of the merger.

Upon completion of the merger, DigitalGlobe shareowners will no longer be shareowners of DigitalGlobe, a Delaware corporation, but will be shareholders of MDA, a British Columbia corporation. There will be certain differences between your current rights as a DigitalGlobe shareowner, on the one hand, and the rights to which you will be entitled as a MDA shareholder, on the other hand. These differences include, but are not limited to the following:

For a more detailed discussion of the differences in the rights of DigitalGlobe shareowners and MDA shareholders, see the section entitled “ Comparison of Rights of MDA Shareholders and DigitalGlobe shareowners .”

There is no assurance when or if the merger will be completed.

The completion of the merger is subject to the satisfaction or waiver of a number of conditions as set forth in the merger agreement, including, among others, (a) the approval and adoption of the merger agreement by the DigitalGlobe shareowners holding a majority in voting power of the outstanding shares of DigitalGlobe common stock and DigitalGlobe preferred stock (on an as-converted to DigitalGlobe common stock basis), voting together as a single class, and entitled to vote at the special meeting; (b) the approval of the issuance of MDA common shares in connection with the merger by a majority of the votes cast on such matter at the MDA meeting; (c) expiration or termination of the applicable waiting period under the HSR Act; (d) receipt of an approval from the CFIUS; (e) receipt of other regulatory approvals; (f) the absence of any law or action taken by any governmental entity of competent jurisdiction (whether temporary, preliminary or permanent) which restrains, precludes, enjoins or otherwise prohibits the consummation of the merger or makes the merger illegal; (g) the SEC declaring effective the registration statement on Form F-4 under the U.S. Securities Act of which this proxy statement/prospectus is a part; (h) the conditional approval or authorization, as applicable, for listing on the TSX and either the NYSE or NASDAQ of the MDA common shares issuable in connection with the merger; (i) receipt by each of MDA and DigitalGlobe of a tax opinion from an outside tax advisor or legal counsel regarding certain aspects of the transaction; (j) the accuracy of the representations and warranties contained in the merger agreement (subject to specified materiality qualifiers); (k) compliance with the covenants and agreements in the merger agreement in all material respects; and (l) no material adverse effect on either DigitalGlobe or MDA having occurred. The closing of the merger is not subject to a financing condition. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to close the proposed merger.

33

Table of Contents

DigitalGlobe and MDA have made various filings and submissions and are pursuing all required consents, orders and approvals in accordance with the merger agreement. No assurance can be given that the required consents, orders and approvals will be obtained or that the required conditions to closing will be satisfied. Even if all such consents, orders and approvals are obtained and such conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents, orders and approvals. For example, these consents, orders and approvals may impose conditions on or require divestitures relating to the divisions, operations or assets of DigitalGlobe and MDA or may impose requirements, limitations or costs or place restrictions on the conduct of DigitalGlobe’s or MDA’s business, and if such consents, orders and approvals require an extended period of time to be obtained, such extended period of time could increase the chance that an adverse event occurs with respect to DigitalGlobe or MDA. Such extended period of time also may increase the chance that other adverse effects with respect to DigitalGlobe or MDA could occur, such as the loss of key personnel. Under the merger agreement, neither MDA nor any of its subsidiaries (including Holdings and Merger Sub) will be required to, as a condition to obtaining any required approval or resolving any objection of any governmental entity, offer or accept, or agree, commit to agree or consent to, any “Extraordinary Condition,” as defined below under “ The Merger Proposal—Regulatory Approvals Required for the Merger .” Each party’s obligation to complete the merger is also subject to the accuracy of the representations and warranties of the other party (subject to specified materiality qualifiers) and the performance in all material respects of the other party’s covenants under the merger agreement. In addition, if the merger is not completed by 5:00 p.m. Eastern Time on December 7, 2017, either DigitalGlobe or Holdings may choose to terminate the merger agreement. DigitalGlobe or Holdings may elect to terminate the merger agreement in certain other circumstances, and DigitalGlobe and MDA can mutually decide to terminate the merger agreement at any time prior to the effective time, before or after the approval by the DigitalGlobe shareowners or the MDA shareholders. As a result of these conditions, DigitalGlobe and MDA cannot provide assurance that the merger will be completed on the terms or timeline currently contemplated, or at all. For more information, see the sections entitled “ The Merger Proposal—Regulatory Approvals Required for the Merger, ” “ The Merger Agreement—Conditions that Must Be Satisfied or Waived for the Merger to Occur ” and “ The Merger Agreement—Termination of the Merger Agreement .”

The special meeting may take place before all of the required regulatory approvals have been obtained and before all conditions to such approvals, if any, are known. Notwithstanding the foregoing, if the merger proposal is approved by DigitalGlobe shareowners, DigitalGlobe and MDA would not be required to seek further approval of DigitalGlobe shareowners, even if the conditions imposed in obtaining required regulatory approvals could have an adverse effect on DigitalGlobe or MDA either before or after completing the merger.

Following the closing of the merger, MDA may not realize all of the anticipated benefits of the merger.

MDA believes that the merger will provide benefits to MDA as described elsewhere in this proxy statement/prospectus. However, there is a risk that some or all of the expected benefits of the merger may fail to materialize, or may not occur within the time periods anticipated by MDA. The realization of such benefits may be affected by a number of factors, including tax and regulatory considerations and decisions, many of which are beyond the control of MDA and DigitalGlobe. The challenge of combining previously independent businesses makes evaluating the business and future financial prospects of MDA following the merger difficult. DigitalGlobe and MDA have operated and, until completion of the merger, will continue to operate, independently. The past financial performance of each of DigitalGlobe and MDA may not be indicative of their future financial performance. Realization of the anticipated benefits in the merger will depend, in part, on MDA’s ability to successfully integrate DigitalGlobe with MDA. The combined company will be required to devote significant management attention and resources to integrating its business practices and support functions. The diversion of management’s attention and any delays or difficulties encountered in connection with the merger and the coordination of the two companies’ operations could have an adverse effect on the business, financial results, financial condition or the share price of MDA following the merger. The coordination process may also result in additional and unforeseen expenses.

Failure to realize all of the anticipated benefits of the merger may impact the financial performance of MDA, the price of the MDA common shares and the ability of MDA to continue paying dividends on its

34

Table of Contents

common shares at rates consistent with current dividend guidance or at all. The declaration of dividends by MDA will be at the discretion of its board of directors, which may determine at any time to cease paying dividends, lower the dividend rate or not increase the dividend rate.

The announcement and pendency of the merger could adversely affect DigitalGlobe’s and MDA’s business, results of operations and financial condition.

The announcement and pendency of the merger could cause disruptions in and create uncertainty surrounding DigitalGlobe’s and MDA’s business, including affecting DigitalGlobe’s and MDA’s relationships with its existing and future customers, suppliers and employees, which could have an adverse effect on DigitalGlobe’s and MDA’s business, results of operations and financial condition, regardless of whether the merger is completed. In particular, DigitalGlobe and MDA could potentially lose important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the merger. DigitalGlobe and MDA could also potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or decreased. In addition, DigitalGlobe and MDA have expended, and continue to expend, significant management resources in an effort to complete the merger, which are being diverted from DigitalGlobe’s and MDA’s day-to-day operations.

If the merger is not completed, DigitalGlobe’s and MDA’s stock prices will likely fall to the extent that the current price of DigitalGlobe common stock and MDA common shares reflect a market assumption that the merger will be completed. In addition, the failure to complete the merger may result in negative publicity or a negative impression of DigitalGlobe and MDA in the investment community and may affect DigitalGlobe’s and MDA’s relationship with employees, customers, suppliers and other partners in the business community.

DigitalGlobe and MDA will incur substantial transaction fees and costs in connection with the merger.

DigitalGlobe and MDA have incurred and expect to incur additional material non-recurring expenses in connection with the merger and completion of the transactions contemplated by the merger agreement, including costs relating to the financing of the merger and obtaining required shareowner or shareholder, as applicable, and regulatory approvals. DigitalGlobe and MDA have incurred significant legal, advisory and financial services fees in connection with the process of negotiating and evaluating the terms of the merger. Additional significant unanticipated costs may be incurred in the course of coordinating the businesses of DigitalGlobe and MDA after completion of the merger. Even if the merger is not completed, DigitalGlobe and MDA will need to pay certain costs relating to the merger incurred prior to the date the merger was abandoned, such as legal, accounting, financial advisory, filing and printing fees. Such costs may be significant and could have an adverse effect on the parties’ future results of operations, cash flows and financial condition. In addition to its own fees and expenses, each of DigitalGlobe and MDA may be required to reimburse the other party for its reasonable out-of-pocket expenses incurred in connection with the merger agreement, subject to a cap of $10 million, in the event the DigitalGlobe shareowners or MDA shareholders, respectively, do not approve the matters required to be voted upon by DigitalGlobe shareowners or MDA shareholders, respectively, and the merger agreement is terminated.

MDA will have a substantial amount of indebtedness, which may adversely affect its cash flow and ability to operate its business.

After giving effect to the merger and the financing thereof, MDA will have a significant amount of debt. As of December 31, 2016, on a pro forma basis after giving effect to the merger and the financing plans in connection with the merger, as assumed in the unaudited pro forma condensed combined financial statements contained under the section entitled “ Unaudited Pro Forma Condensed Combined Financial Information ,” the consolidated indebtedness of MDA was estimated to be approximately C$4.13 billion. The expected substantial increase in the amount of indebtedness of MDA will, among other things, reduce MDA’s flexibility to respond to changing business and economic conditions and could increase MDA’s borrowing costs. In addition, the amount of cash required to service MDA’s increased indebtedness levels and thus the demands on MDA’s cash resources

35

Table of Contents

will be greater than the amount of cash flows required to service the indebtedness of MDA or DigitalGlobe individually prior to the merger. The increased levels of indebtedness could also reduce funds available for capital expenditures, the payment of dividends and other activities and may create competitive disadvantages for MDA relative to other companies with lower debt levels.

There can be no assurance that MDA will be able to secure the funds necessary to pay the cash portion of the merger consideration and refinance certain of DigitalGlobe’s existing indebtedness on acceptable terms, in a timely manner, or at all.

MDA intends to fund the cash portion of the merger consideration with debt financing, and also intends to refinance certain of DigitalGlobe’s existing indebtedness with debt financing. To this end, MDA has entered into the debt commitment letter for senior secured credit facilities in an aggregate principal amount of up to US$3.75 billion. However, neither MDA nor any of its subsidiaries has entered into definitive agreements for the debt financing (or any equity issuance or other financing arrangements in lieu thereof). There can be no assurance that MDA will be able to secure the debt financing pursuant to the debt commitment letter. In the event that the debt financing contemplated by the debt commitment letter is not available, other financing may not be available on acceptable terms, in a timely manner or at all. Although the merger agreement does not contain any financing conditions, if MDA is unable to secure financing for the merger, the merger may not be completed.

The definitive documentation governing the debt financing has not been finalized. However, it is expected that the definitive documentation governing the debt financing will contain various affirmative and negative covenants that impose restrictions on MDA and certain of its subsidiaries. In addition, such documentation is expected to contain financial covenants that will require MDA to maintain certain financial ratios. These covenants could limit the ability of MDA and certain subsidiaries thereof to finance their future operations and capital needs and their ability to pursue business opportunities and activities that may be in MDA’s interest. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate MDA’s repayment obligations. See the section entitled “ The Merger Proposal—Financing for the Merger ” for more information.

Significant demands will be placed on DigitalGlobe and MDA as a result of the merger.

As a result of the pursuit and completion of the merger, significant demands will be placed on the managerial, operational and financial personnel and systems of DigitalGlobe and MDA. The future operating results of MDA will be affected by the ability of its officers and key employees to manage changing business conditions and to implement and expand its operational and financial controls and reporting systems in response to the merger.

The unaudited pro forma condensed combined financial information of DigitalGlobe and MDA is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of MDA following the merger.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus has been prepared using the consolidated historical financial statements of MDA and DigitalGlobe, is presented for illustrative purposes only and should not be considered to be an indication of the results of operations or financial condition of MDA following the merger. In addition, the pro forma combined financial information included in this proxy statement/prospectus is based in part on certain assumptions regarding the merger. These assumptions may not prove to be accurate, and other factors may affect MDA’s results of operations or financial condition following the merger. Accordingly, the historical and pro forma financial information included in this proxy statement/prospectus does not necessarily represent MDA’s results of operations and financial condition had DigitalGlobe and MDA operated as a combined entity during the periods presented, or of MDA’s results of operations and financial condition following completion of the merger. MDA’s

36

Table of Contents

potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by recently combined companies.

In preparing the pro forma financial information contained in this proxy statement/prospectus, MDA has given effect to, among other items, the completion of the merger, the payment of the merger consideration and the indebtedness of MDA on a consolidated basis after giving effect to the merger, including the indebtedness of DigitalGlobe. The unaudited pro forma financial information does not reflect all of the costs that are expected to be incurred by DigitalGlobe and MDA in connection with the merger. For more information, see the section entitled “ Unaudited Pro Forma Condensed Combined Financial Statements ,” including the notes thereto.

MDA may not have discovered undisclosed liabilities of DigitalGlobe.

In the course of the due diligence review of DigitalGlobe that MDA conducted prior to the execution of the merger agreement, MDA may not have discovered, or may have been unable to quantify, undisclosed liabilities of DigitalGlobe and its subsidiaries and MDA will not be indemnified for any of these liabilities. If DigitalGlobe has undisclosed liabilities, MDA as a successor owner may be responsible for such undisclosed liabilities. Such undisclosed liabilities could have an adverse effect on the business, results of operations, financial condition and cash flows of MDA and on the value of the MDA common shares after the consummation of the merger.

DigitalGlobe may not have discovered undisclosed liabilities of MDA.

In the course of the due diligence review of MDA that DigitalGlobe conducted prior to the execution of the merger agreement, DigitalGlobe may not have discovered, or may have been unable to quantify, undisclosed liabilities of MDA and its subsidiaries and DigitalGlobe shareowners will not be indemnified for any of these liabilities. Such undisclosed liabilities could have an adverse effect on the business, results of operations, financial condition and cash flows of MDA and on the value of the MDA common shares after the consummation of the merger.

While the merger agreement is in effect, DigitalGlobe and MDA are subject to restrictions on their business activities.

Under the merger agreement, DigitalGlobe and MDA are subject to certain restrictions on the conduct of their business and generally must operate their business in the ordinary course prior to completing the merger (unless DigitalGlobe or MDA obtains the other’s consent, as applicable, which is not to be unreasonably withheld, conditioned or delayed), which may restrict DigitalGlobe’s and MDA’s ability to exercise certain of its business strategies. These restrictions may prevent DigitalGlobe and MDA from pursuing otherwise attractive business opportunities, making certain acquisitions or making changes to DigitalGlobe’s and MDA’s businesses prior to the completion of the merger or termination of the merger agreement, as applicable. In addition, these restrictions may prevent DigitalGlobe from making certain investments, selling assets, engaging in capital expenditures in excess of certain agreed limits and incurring indebtedness prior to the completion of the merger or termination of the merger agreement, as applicable. These restrictions could have an adverse effect on DigitalGlobe’s and MDA’s business, financial results, financial condition or stock price.

In addition, the merger agreement prohibits DigitalGlobe and MDA from (a) initiating, soliciting, knowingly facilitating or knowingly encouraging, subject to certain exceptions set forth in the merger agreement, any inquiry or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an acquisition proposal, (b) engaging in, continuing or otherwise participating in any discussions with or negotiations relating to any acquisition proposal or any inquiry or indication of interest that could reasonably be expected to lead to an acquisition proposal or (c) furnishing or providing any non-public information regarding it or its subsidiaries or providing access to any of its properties, assets or employees, to any person in connection with or in response to any acquisition proposal or any proposal or offer that could reasonably be expected to lead to an acquisition proposal or inquiry or indication of interest that could reasonably be expected to lead to an

37

Table of Contents

acquisition proposal. DigitalGlobe may be required to pay MDA a termination fee of $85 million if the merger agreement is terminated under certain circumstances specified in the merger agreement, and MDA may be required to pay DigitalGlobe a termination fee of $85 million if the merger agreement is terminated under certain circumstances specified in the merger agreement.

These provisions may limit DigitalGlobe’s ability to pursue offers from third parties that could result in greater value to DigitalGlobe shareowners than the merger consideration. The termination fee may also discourage third parties from pursuing an alternative acquisition proposal with respect to DigitalGlobe.

If the merger agreement is terminated and DigitalGlobe determines to seek another business combination, DigitalGlobe may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

Possible U.S. federal income tax reform could adversely affect us.

The new U.S. administration and certain members of the U.S. House of Representatives have stated that one of their top legislative priorities is significant reform of the Code. Proposals by members of Congress have included, among other things, changes to U.S. federal tax rates, imposing significant additional limitations on the deductibility of interest, allowing for the expensing of capital expenditures, the migration from a “worldwide” system of taxation to a territorial system, and the use of certain border adjustments. There is a substantial uncertainty regarding both the timing and the details of any such tax reform. The impact of any potential tax reform on MDA’s business and on holders of MDA common shares is uncertain and could be adverse. Prospective investors should consult their own tax advisors regarding potential changes in U.S. tax laws.

The merger may result in MDA being treated as a U.S. corporation for U.S. federal income tax purposes.

Under current U.S. federal income tax law, a corporation organized under Canadian law is not treated as a U.S. corporation, and therefore is treated as a non-U.S. corporation. Section 7874 of the Code and the Treasury Regulations promulgated thereunder, however, contain rules that may cause a non-U.S. corporation that acquires the stock of a U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes under certain circumstances. If MDA were treated as a domestic corporation for U.S. federal income tax purposes, among other consequences, it would generally be subject to U.S. federal income tax on its worldwide income, and its dividends would be treated as dividends from a U.S. corporation. Regardless of the application of Section 7874 of the Code, MDA is expected to be treated as a Canadian tax resident for Canadian tax purposes. Consequently, if MDA were to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code, it could be liable for both U.S. and Canadian taxes and dividends paid by MDA to its shareholders could be subject to both U.S. and Canadian withholding taxes. MDA and DigitalGlobe do not believe that MDA should be treated as a U.S. domestic corporation under Section 7874 of the Code. Further, the obligation to effect the merger is conditional upon MDA’s and DigitalGlobe’s receipt of an opinion from a nationally recognized tax advisor or legal counsel, dated as of the closing date and subject to certain qualifications and limitations set forth therein, to the effect that Section 7874 of the Code and the regulations promulgated thereunder should not apply in such a manner so as to cause MDA to be treated as a U.S. corporation for U.S. federal income tax purposes from and after the closing date.

There can be no assurance that the IRS, or a court will agree with the position that MDA is not treated as a U.S. domestic corporation under Section 7874 of the Code. The rules under the U.S. Treasury Regulations governing the application of Section 7874, including the ownership requirement, are new and complex, and there is limited guidance regarding the application of these rules. In addition, changes in facts or law might cause MDA to be treated as a domestic corporation for such purposes. New statutory or regulatory provisions, or other guidance under Section 7874 of the Code could be enacted or promulgated that would adversely affect MDA’s status for U.S. federal income tax purposes, all of which could have retroactive application. For more information, see the section entitled “ The Merger Proposal—Certain U.S. Federal Income Tax Consequences of the Merger—Classification of MDA as a Foreign Corporation. ”

38

Table of Contents

If, as a result of the merger, MDA were treated as an inverted domestic corporation under the Homeland Security Act, the U.S. government may cease to make payments on its existing contracts with MDA and DigitalGlobe and may refrain from entering into new contracts with MDA in the future, which would substantially decrease the value of MDA’s business and, accordingly, the value of MDA’s shares.

The Federal Acquisition Regulation (“FAR”) prohibits U.S. federal government agencies from using appropriated (or otherwise made available) funds for contracts with a foreign incorporated entity, or a subsidiary of such an entity, that is an “inverted domestic corporation,” as defined in the Homeland Security Act at 6 U.S.C. § 395(b). This means that government agencies may be prohibited from entering into new contracts with an inverted domestic corporation, and may be prohibited from paying for contractor activities on existing contracts after the date of the “inversion.” As the businesses of both MDA and DigitalGlobe are heavily dependent upon revenues generated from U.S. federal government contracts, the treatment of MDA as an inverted domestic corporation would substantially decrease the value of the combined company’s business following the merger and, accordingly, the value of MDA common shares. The application of the “inverted domestic corporation” definition is somewhat unclear due to the lack of detailed regulations or other guidance promulgated with respect to the relevant provisions of the Homeland Security Act. Section 7874 of the Code, discussed above, includes substantially similar provisions regarding the determination of whether a foreign incorporated corporation is treated as a U.S. domestic corporation for U.S. federal income tax purposes. While the regulatory provisions and other guidance issued by the U.S. Internal Revenue Service (“IRS”) and the Treasury Department with respect to Section 7874 provide more detailed guidance, which interprets Section 7874 as having expansive application, these regulations do not explicitly apply for the purposes of determining whether a corporation is an inverted domestic corporation under the Homeland Security Act, and it is unclear to what extent they should be viewed as interpretive guidance for such purposes. As discussed above, it is not expected that MDA will be treated as a U.S. domestic corporation under Section 7874 of the Code. Therefore, even if the expansive guidance issued by the IRS and Treasury Department were viewed as interpretive for purposes of the definition of “inverted domestic corporation” in the Homeland Security Act, it is not expected that MDA will be treated as an inverted domestic corporation for such purposes. There can be no assurance that the relevant U.S. federal government agencies, or a court or administrative tribunal, will agree with this position that MDA should not be treated as an inverted domestic corporation under the Homeland Security Act, and in addition, changes in facts or law might cause MDA to be treated as an inverted domestic corporation for such purposes. New statutory or regulatory provisions, or other guidance under the Homeland Security Act, or under the Code, could be enacted or promulgated that would adversely affect MDA’s status with regard to the FAR prohibition, all of which could have retroactive application.

Directors and executive officers of DigitalGlobe have interests in the merger that differ from the interests of DigitalGlobe shareowners generally, including, if the merger is completed, the receipt of financial and other benefits.

In considering the recommendation of the DigitalGlobe board of directors, you should be aware that DigitalGlobe’s directors and executive officers have interests in the merger that are different from, or in addition to, those of DigitalGlobe shareowners generally. These interests may include, among others, potential severance benefits, the treatment of outstanding equity awards pursuant to the merger agreement, rights to ongoing indemnification and insurance coverage, and certain rights to appointment to directorships in MDA and Holdings. These interests are described in more detail in the section entitled “ The Merger Proposal—Interests of DigitalGlobe’s Directors and Executive Officers in the Merger .”

Except in specified circumstances, if the merger is not completed by 5:00 p.m. Eastern Time on December 7, 2017, either DigitalGlobe or MDA may choose not to proceed with the merger.

Either DigitalGlobe or MDA may terminate the merger agreement if the merger has not been completed by 5:00 p.m. Eastern Time on December 7, 2017. However, this right to terminate the merger agreement will not be available to DigitalGlobe or MDA if the failure of such party to fulfill any material obligation under the merger

39

Table of Contents

agreement has been the cause of or resulted in the failure of the merger to be completed on or before such time. For more information, see the section entitled “ The Merger Agreement—Termination of the Merger Agreement .”

Holders of DigitalGlobe common stock and DigitalGlobe preferred stock will have a reduced ownership and voting interest after the merger and will exercise less influence over management of the combined organization.

Holders of DigitalGlobe common stock and DigitalGlobe preferred stock currently have the right to vote in the election of the DigitalGlobe board of directors and on other matters affecting DigitalGlobe. Upon the completion of the merger, each holder of DigitalGlobe common stock and DigitalGlobe preferred stock that receives MDA common shares will become a shareholder of MDA with a percentage ownership of the combined organization that is smaller than the shareowner’s percentage ownership of DigitalGlobe. It is expected that the former securityholders of DigitalGlobe as a group will receive shares in the merger constituting approximately 37.1% of the outstanding MDA common shares immediately after the merger. As a result, holders of DigitalGlobe common stock and DigitalGlobe preferred stock as a group will have significantly less influence on the management and policies of MDA than they now have on the management and policies of DigitalGlobe.

MDA expects to maintain its status as a “foreign private issuer” in the United States until the earlier of January 1, 2020 or the incorporation of the ultimate parent of Holdings and DigitalGlobe in the United States and thus will be exempt from a number of rules under the U.S. Exchange Act.

As a “foreign private issuer,” MDA is exempt from rules under the U.S. Exchange Act that impose disclosure requirements, as well as procedural requirements, for proxy solicitations under Section 14 of the U.S. Exchange Act. MDA’s officers, directors and principal shareholders are also exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the U.S. Exchange Act. In addition, MDA is permitted, under a multi-jurisdictional disclosure system adopted by the United States and Canada, to prepare its disclosure documents filed under the U.S. Exchange Act in accordance with Canadian disclosure requirements, including preparing its financial statements in accordance with IFRS, which differ in some respects from U.S. GAAP. As a result, following the merger, holders of DigitalGlobe common stock may have less readily available access to information about the financial performance and business of MDA as compared to DigitalGlobe, or such information may be presented differently.

Once MDA loses its status as a foreign private issuer, it will be required to file annual, quarterly and current reports on Forms 10-K, 10-Q, and 8-K within the time periods required by the U.S. Exchange Act, which are significantly shorter than the time periods required of foreign private issuers for the less extensive periodic reporting required of them, and will have to mandatorily comply with U.S. federal proxy requirements. MDA would also become subject to Regulation FD of the U.S. Exchange Act, regulating the selective disclosure of non-public information, and MDA’s directors, senior management and affiliates would be subject to the disclosure and other requirements of Section 16 of the U.S. Exchange Act in respect of their ownership of and transactions in MDA securities. As a result, the regulatory and compliance costs to MDA under U.S. securities laws as a U.S. domestic issuer may be higher than those of a Canadian foreign private issuer eligible to use the multi-jurisdictional disclosure system.

MDA is organized under the laws of British Columbia and a portion of its assets are, and some of its directors and officers reside, outside of the United States. As a result, it may not be possible for shareowners to enforce civil liability provisions of the securities laws of the United States in Canada.

MDA is organized under the laws of British Columbia, Canada. A portion of MDA’s assets are located outside of the United States, and some of MDA’s directors and officers and some of the experts named in this proxy statement/prospectus are residents of jurisdictions outside of the United States. As a result, it may be difficult for investors to effect service within the United States upon MDA and those directors, officers and experts, or to realize in the United States upon judgments of courts of the United States predicated upon civil

40

Table of Contents

liability of MDA and such directors, officers or experts under the U.S. federal securities laws. There is uncertainty as to the enforceability in Canada by a court in original actions, or in actions to enforce judgments of U.S. courts, of the civil liabilities predicated upon the U.S. federal securities laws.

Resales of MDA common shares following the merger may cause the market value of MDA common shares to decline.

MDA expects that it will issue approximately 20,882,343 MDA common shares to DigitalGlobe securityholders at the effective time and reserve for issuance approximately 611,492 MDA common shares for issuance to holders of Converted RSUs following the effective time in connection with the merger. The issuance of these new shares and the sale of additional shares that may become eligible for sale in the public market from time to time could have the effect of depressing the market value for MDA common shares. The increase in the number of MDA common shares may lead to sales of such MDA common shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, MDA common shares.

The market value of MDA common shares may decline as a result of the merger.

The market value of MDA common shares may decline as a result of the merger if, among other things, MDA is unable to achieve the expected growth in earnings, or if the operational cost savings estimates in connection with the integration of DigitalGlobe’s and MDA’s businesses are not realized or if the transaction costs related to the merger are greater than expected. The market value also may decline if MDA does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by the market or if the effect of the merger on MDA’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

DigitalGlobe and MDA may be targets of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the merger from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the merger, then that injunction may delay or prevent the merger from being completed. Moreover, any litigation could be time consuming and expensive and could divert MDA’s and DigitalGlobe’s management’s attention away from their regular business.

One of the conditions to closing is that no governmental entity has issued a final and non-appealable statute, rule, order, decree or regulation or taken any other action that restrains, enjoins or otherwise prohibits the merger or makes the merger illegal. Consequently, if a settlement or other resolution is not reached in any lawsuit that is filed and a claimant secures injunctive or other relief prohibiting, delaying or otherwise adversely affecting MDA’s or DigitalGlobe’s ability to complete the merger on the terms contemplated by the merger agreement, then such law or injunctive or other relief may prevent the merger from becoming effective in a timely manner or at all.

The opinions of DigitalGlobe’s financial advisors do not reflect changes in circumstances that may occur between the original signing of the merger agreement and the completion of the merger.

Consistent with market practice, the DigitalGlobe board of directors has not obtained updated opinions from its financial advisors as of the date of this proxy statement/prospectus and does not expect to receive an updated, revised or reaffirmed opinion prior to the completion of the merger. Changes in the operations and prospects of DigitalGlobe and MDA, general market and economic conditions and other factors that may be beyond the control of DigitalGlobe, and on which DigitalGlobe’s financial advisors’ opinions were based, may significantly

41

Table of Contents

alter the value of DigitalGlobe or the price of shares of DigitalGlobe common stock by the time the merger is completed. The opinions do not speak as of the time the merger will be completed or as of any date other than the date of such opinions. Because DigitalGlobe’s financial advisors will not be updating their respective opinions, the opinions will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed. The DigitalGlobe board of directors’ recommendation that DigitalGlobe shareowners vote “ FOR ” the merger proposal, however, is made as of the date of this proxy statement/prospectus. For a description of the opinion that the DigitalGlobe board of directors received from its financial advisors, see the section entitled “ The Merger Proposal—Opinions of DigitalGlobe’s Financial Advisors .”

DigitalGlobe shareowners have appraisal rights under Delaware law.

Under the DGCL, DigitalGlobe shareowners who (1) do not vote in favor of the merger proposal, (2) deliver to DigitalGlobe a written demand for appraisal prior to taking of the vote on the merger proposal at the special meeting, (3) continuously hold their shares of DigitalGlobe common stock or DigitalGlobe preferred stock though the effective time and (4) otherwise comply with the requirements and procedures of Section 262 of the DGCL, are entitled to appraisal rights, which generally entitle shareowners to have their shares appraised by the Court of Chancery of the State of Delaware (the “Court of Chancery”) and to receive payment in cash of the “fair value” of their DigitalGlobe common stock or DigitalGlobe preferred stock, as applicable, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest on the amount determined to be fair value, if any, as determined by the Court of Chancery (or, in certain circumstances described in this proxy statement/prospectus, on the difference between the amount determined to be the fair value and the amount paid by DigitalGlobe to each DigitalGlobe shareowner entitled to appraisal prior to the entry of judgment in the appraisal proceeding). The appraised value would be determined by the Court of Chancery and could be less than, the same as or more than the merger consideration. Under Delaware law, shareowners are generally entitled to statutory interest on an appraisal award at a rate equal to 5% above the Federal Reserve discount rate compounded quarterly. DigitalGlobe shareowners who have properly demanded appraisal rights must file a petition for appraisal with the Court of Chancery within 120 days after the effective date of the merger. Should a material number of DigitalGlobe shareowners exercise appraisal rights and should the Court determine that the fair value of such shares of DigitalGlobe common stock or DigitalGlobe preferred stock is materially greater than the merger consideration, it could have a material adverse effect on the financial condition and results of operation of the surviving corporation. A summary description of the appraisal rights available to holders of DigitalGlobe common stock and DigitalGlobe preferred Stock under the DGCL and the procedures required to exercise statutory appraisal rights are included under the section entitled “ The Merger Proposal—Appraisal or Dissenters ’ Rights. ” The full text of Section 262 of the DGCL is attached as Annex D to this proxy statement/prospectus. Due to the complexity of the procedures described above, DigitalGlobe shareowners who are considering exercising such rights are encouraged to seek the advice of legal counsel.

Risks Related to DigitalGlobe’s Business

You should read and consider the risk factors specific to DigitalGlobe’s business that will also affect the combined company after completion of the merger. These risks are described in DigitalGlobe’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which is incorporated by reference into this proxy statement/prospectus, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “ Where You Can Find Additional Information ” for the location of information incorporated by reference into this proxy statement/prospectus.

Risks Related to MDA’s Business

MDA’s future revenue and operating results is dependent on its ability to generate a sustainable order rate for its satellite manufacturing operations and develop new technologies to meet the needs of its customers or potential new customers.

MDA’s financial performance is dependent on its ability to generate a sustainable order rate for its satellite manufacturing operations. This can be challenging and may fluctuate on an annual basis as the number of

42

Table of Contents

satellite construction contracts awarded varies. The cyclical nature of the commercial satellite market could negatively impact MDA’s ability to accurately forecast customer demand. The markets that MDA serves may not grow in the future and MDA may not be able to maintain adequate gross margins or profits in these markets. MDA’s growth is dependent on the growth in the sales of services provided by its customers, its customers’ ability to anticipate market trends, and MDA’s ability to anticipate changes in the businesses of its customers and to successfully identify and enter new markets. If MDA fails to anticipate such changes in demand, its business, results of operations and financial position could be adversely affected.

The satellite manufacturing industry is characterized by development of technologies to meet changing customer demand for complex and reliable services. MDA’s systems embody complex technology and may not always be compatible with current and evolving technical standards and systems developed by others. Failure or delays by MDA to meet or comply with the requisite and evolving industry or user standards could have a material adverse effect on MDA’s business, results of operations and financial condition.

MDA needs to invest in technology to meet its customers’ changing needs. Technological development is expensive and requires long lead time. MDA may not be successful in developing new technology or that the technology it is successful in developing may not meet the needs of its customers or potential new customers.

The markets in which MDA operates are characterized by changing technology and evolving industry standards. Despite years of experience in meeting customer systems requirements with the latest in technological solutions, MDA may not be successful in identifying, developing and marketing products or systems that respond to rapid technological change, evolving technical standards and systems developed by others. MDA’s competitors may develop technology that better meets the needs of its customers. If MDA does not continue to develop, manufacture and market innovative technologies or applications that meet customers’ requirements, sales may suffer.

MDA’s business with various governmental entities is subject to the policies, priorities, regulations, mandates, and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto.

Changes in government policies and priorities and the termination or suspension of government contracts could negatively impact MDA’s business, financial condition, results of operations and cash flows.

Changes in government policies, priorities, regulations or government agency mandates, or funding levels through agency budget reductions, the imposition of budgetary constraints or a decline in government support or deferment of funding for programs in which MDA or its customers participate could result in contract terminations, delays in contract awards, the failure to exercise contract options, the cancellation of planned procurements and fewer new business opportunities. In addition, contracts with any government, including the Canadian or U.S. government, may be terminated or suspended by the government at any time and could result in significant liability obligations of MDA. MDA seeks to have in place as standard provisions, termination for convenience language which reimburses MDA for reasonable costs incurred, subcontractor and employee termination and wind-down costs plus a reasonable amount of profit thereon. However, reparations for termination may fall short of the financial benefit associated with full completion and operation of a contract. Also, MDA may not be able to procure new contracts to offset the revenue or backlog lost as a result of any termination of government contracts. The loss of one or more large contracts could have a material adverse impact on MDA’s business, financial condition, results of operations and cash flows.

MDA’s expansion into the U.S. government market is subject to significant regulatory risk.

Entry into the U.S. government market is subject to significant government regulation. The costs associated with execution of MDA’s U.S. government access plan are significant. A failure by MDA to maintain the relevant clearances and approvals could limit MDA’s ability to operate in the U.S. market. Further, there can be

43

Table of Contents

no assurance that MDA will be awarded contracts by the U.S. government. In addition, a failure by MDA to keep current and compliant with relevant U.S. regulations could result in fines, penalties, repayments, or suspension or debarment from U.S. government contracting or subcontracting for a period of time and could have an adverse effect on MDA’s standing and eligibility for future U.S. government contracts.

The failure of MDA and its subsidiaries to comply with the requirements of the National Industrial Security Program Operating Manual could result in interruption, delay or suspension of MDA’s ability to provide its products and services, and could result in loss of current and future business with the U.S. government.

MDA and/or its subsidiaries are parties to certain contracts with various departments and agencies of the U.S. government, including the Department of Defense, which require that certain of MDA’s subsidiaries (including Space Systems/Loral, LLC (“SSL”)) be issued facility security clearances under the National Industrial Security Program. The National Industrial Security Program requires that a corporation maintaining a facility security clearance be effectively insulated from foreign ownership, control or influence (“FOCI”). Because MDA is a Canadian entity, MDA has entered into, and is implementing, the Security Control Agreement, dated January 26, 2017, by and among MDA, Holdings and the U.S. Department of Defense (which we refer to as the “Security Control Agreement”), as a suitable FOCI mitigation arrangement under the National Industrial Security Program Operating Manual. A FOCI mitigation arrangement is necessary for certain of MDA’s U.S. subsidiaries, including SSL, to acquire and continue to maintain the requisite security clearances thereby enabling them to enter into contracts with U.S. government entities to perform classified work and to complete the performance under those contracts. Failure to maintain an appropriate agreement with DSS regarding the appropriate FOCI mitigation arrangement could result in invalidation or termination of the security clearances, which in turn would mean that MDA’s subsidiaries would not be able to enter into future contracts with the U.S. government requiring facility security clearances, and may result in the loss of the ability of those subsidiaries to complete existing contracts with the U.S. government.

MDA’s revenue, results of operations and reputation may be negatively impacted if its products contain defects or fail to operate in the expected manner.

MDA sells complex and technologically advanced systems, including satellites, products, hardware and software. Sophisticated software, including software developed by MDA, may contain defects that can unexpectedly interfere with the software’s intended operation. Defects may also occur in components and products that MDA manufactures or purchases from third parties. Most of the satellites and systems developed by MDA must function under demanding and unpredictable operating conditions and in harsh and potentially destructive environments. In addition, MDA may agree to the in-orbit delivery of a satellite, adding further risks to its ability to perform under a contract. Failure to achieve successful in-orbit delivery could result in significant penalties and other obligations to MDA.

MDA also employs sophisticated design and testing processes and practices, which include a range of stringent factory and on-site acceptance tests with criteria and requirements that are jointly developed with customers. MDA’s systems may not be successfully implemented, pass required acceptance criteria, or operate or give the desired output, or MDA may not be able to detect and fix all defects in the satellites, products, hardware and software it sells or resolve any delays or availability issues in the launch services it procures. Failure to do so could result in lost revenue and damage to MDA’s reputation, and may adversely affect MDA’s ability to win new contract awards.

MDA operates in highly competitive industries and in various jurisdictions across the world which may cause MDA to have to reduce its prices.

MDA operates in highly competitive industries and many of MDA’s competitors are larger and have substantially greater resources than MDA. In addition, some of MDA’s foreign competitors currently benefit from, and others may benefit in the future from, protective measures by their home countries where governments

44

Table of Contents

are providing financial support, including significant investments in the development of new technologies. Government support of this nature greatly reduces the commercial risks associated with satellite development activities for these competitors. This market environment may result in increased pressures on MDA’s pricing and other competitive factors.

MDA conducts business internationally and is subject to fluctuations in foreign currencies. In particular, the strengthening of the U.S. dollar relative to the Euro and Asian currencies could make some of MDA’s non-U.S. competitors more cost competitive, placing increased pricing pressure on MDA during competitive bid processes primarily in the commercial communication satellite market.

MDA’s business is subject to various regulatory risks that could adversely affect MDA’s operations.

The environment in which MDA operates is highly regulated due to the sensitive nature of MDA’s complex and technologically advanced systems, including satellites, products, hardware and software, in addition to those regulations broadly applicable to publicly listed corporations. There are numerous regulatory risks that could adversely affect operations, including but not limited to:

45

Table of Contents

MDA is dependent on its ability to attract, train and retain employees. MDA’s inability to do so, or the loss of key personnel, would cause serious harm MDA’s business.

The success of MDA is largely dependent on the abilities and experience of its executive officers and other key personnel to oversee all aspects of its operations and to deliver on its corporate strategies, including managing acquisitions and execution of MDA’s U.S. access plan. Competition for highly skilled management, technical, research and development and other personnel is intense in MDA’s industry. In order to maintain its ability to compete as one of the prime contractors for technologically advanced communication satellites, MDA must continuously retain the services of a core group of specialists in a wide variety of disciplines for each phase of the design, development, manufacture and testing of its products. To the extent that the demand for qualified personnel exceeds supply, MDA could experience higher labor, recruiting or training costs in order to attract and retain such employees, or could experience difficulties in performing under contracts if MDA’s needs for such employees were unmet. MDA may not be able to retain its current executive officers or key personnel or attract and retain additional executive officers or key personnel as needed to deliver on its corporate strategy.

Security breaches or other significant disruptions of MDA’s IT networks and related systems could have a material adverse effect on MDA’s business and results of operations.

MDA faces the risk of a security breach or other significant disruption of its IT networks and related systems, whether through cyber-attack or cyber intrusion via the Internet, malware, computer viruses, and email attachments to persons with access to MDA’s systems, originating from a number of sources including hostile foreign governments. MDA also faces the added risk of a security breach or other serious disruption of the systems that it develops and installs for customers or that it develops and provides in any of its products. As a provider of communication satellites and complex systems, MDA faces a heightened risk of security breach or disruption from threats to gain unauthorized access to MDA’s and its customers’ proprietary or classified information stored on MDA’s networks and related systems and to certain of the equipment used in customers’ networks or related systems.

46

Table of Contents

These types of information, IT networks and related systems are critical to the operation of MDA’s business and essential to its ability to perform day-to-day operations, and, in some cases, are critical to the operations of certain of MDA’s customers. Although MDA makes significant efforts to maintain the security and integrity of these types of information, IT networks and related systems, and MDA has implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that MDA’s security efforts and measures will be effective or that attempted security breaches or disruptions will not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because attempted security breaches, particularly cyber-attacks and intrusions, or disruptions will occur in the future, and because the techniques used in such attempts are constantly evolving and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, MDA may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is virtually impossible for MDA to entirely mitigate this risk. A security breach or other significant disruption involving these types of information, IT networks and related systems could: (a) disrupt the proper functioning of these networks and systems and therefore MDA’s operations and/or those of certain of its customers; (b) result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information of MDA or its customers, including trade secrets, which others could use to compete against MDA or for disruptive, destructive or otherwise harmful purposes and outcomes; (c) compromise other sensitive government functions; and (d) damage MDA’s reputation with its customers (particularly agencies of various governments) and the public generally.

In addition, the cost of continually defending against cyber-attacks and breaches has increased in recent years and future costs and any or all of the foregoing could have a material adverse effect on MDA’s business and results of operations.

The failure to obtain data or alternate sources of data for its products from various sources may have an adverse impact on MDA’s results of operations and financial condition.

In MDA’s geospatial services operations, MDA relies on data collected from a number of sources including data obtained from satellites. MDA may become unable or limited in its ability to collect such data. For example, satellites can cease to function for reasons beyond MDA’s control. Additionally, in certain instances, governments may discontinue for periods of time the access to or operation of a satellite for any particular area on the Earth and for various reasons may not permit transmission of certain data, whether from a satellite owned by the government or not.

Although such data may be available from other sources at different prices, there is no assurance that the data will be available at the quality or at the times required. Also, the launch or operation of new satellites to replace old satellites may be delayed or may fail. Any of these factors could impact MDA’s ability to obtain data or alternate sources of data for its products and adversely affect MDA’s results of operations and financial condition. Sales for MDA Geospatial Services Inc., an indirect subsidiary of MDA, are dependent primarily on data received from the RADARSAT-2 satellite. The failure of RADARSAT-2 could have a material adverse effect on MDA’s results of operations and financial condition.

MDA’s technology may violate the proprietary rights of third parties and MDA’s intellectual property may be misappropriated or infringed upon by third parties, each of which could have a negative impact on MDA’s operations.

If any of MDA’s technology violates proprietary rights, including copyrights and patents, third parties may assert infringement claims against MDA. Certain software modules and other intellectual property used by MDA or in MDA’s satellites, systems and products make use of or incorporate licensed software components and other licensed technology. These components are developed by third parties over whom MDA has no control. Any claims brought against MDA may result in limitations on MDA’s ability to use the intellectual property subject

47

Table of Contents

to these claims. MDA may be required to redesign its satellites, systems or products or to obtain licenses from third parties to continue offering MDA’s satellites, systems or products without substantially re-engineering such products or systems.

MDA’s intellectual property rights may be invalidated, circumvented, challenged, infringed or required to be licensed to others. An infringement or misappropriation could harm any competitive advantage MDA currently derives or may derive from its proprietary rights.

To protect MDA’s proprietary rights, MDA relies on a combination of patent protections, copyrights, trade secrets, trademark laws, confidentiality agreements with employees and third parties, and protective contractual provisions such as those contained in license agreements with consultants, subcontractors, vendors and customers. Although MDA applies rigorous standards, documents and processes to protect its intellectual property, there is no absolute assurance that the steps taken to protect MDA’s technology will prevent misappropriation or infringement. Litigation may be necessary to enforce or protect MDA’s intellectual property rights, protect its trade secrets or determine the validity and scope of the proprietary rights of others. Such litigation may be time-consuming and expensive to prosecute or defend and could result in the diversion of MDA’s time and resources. In addition, competitors may design around MDA’s technology or develop competing technologies.

Acquisitions could result in adverse impacts on MDA’s operations and in unanticipated liabilities and MDA may be unable to successfully integrate acquired companies.

MDA has in the past and may continue to expand its operations by acquiring additional businesses, products or technologies. There can be no assurance that MDA will be able to identify, acquire, obtain the required regulatory approvals, or profitably manage additional businesses or successfully integrate any acquired businesses, products or technologies into MDA without substantial expenses, delays or other operational, regulatory, or financial problems. In addition, any acquired businesses, products or technologies may not achieve anticipated revenues and income growth. Acquisitions could also result in potentially dilutive issuances of equity securities. Further, acquisitions may involve a number of additional risks, including diversion of management’s attention, failure to retain key personnel, or failure to attract the right talent to manage organizational growth. A failure by MDA to manage its acquisitions strategy successfully could have a material adverse effect on MDA’s business, results of operations and financial condition.

MDA’s ability to obtain additional debt or equity financing to finance operating working capital requirements and growth initiatives may be limited or difficult to obtain, which could adversely affect MDA’s operations and financial condition.

MDA needs capital to finance operating working capital requirements and growth initiatives and to pay its outstanding debt obligations as they become due for payment. If the cash generated from MDA’s businesses, together with the credit available under existing bank facilities, is not sufficient to fund future capital requirements, MDA will require additional debt or equity financing. MDA’s ability to access capital markets on terms that are acceptable will be dependent on prevailing market conditions, as well as MDA’s future financial condition. Further, MDA’s ability to increase its debt financing and/or renew existing facilities may be limited by its financial covenants, its credit objectives, and debt capital market conditions. Although MDA does not anticipate any difficulties in raising funds in the future, there can be no assurance that capital will be available on suitable terms and conditions, or that borrowing costs will not be adversely affected.

MDA’s current financing arrangements contain certain restrictive covenants that may impact MDA’s future operating and financial flexibility. MDA’s debt funding is provided under credit agreements with a number of banks and under the MDA Note Purchase Agreement with several private lenders. A failure by any lender to meet its funding obligations under MDA’s credit agreements could result in the need to replace the lender. While MDA does not anticipate any difficulty in finding a replacement lender in such circumstances, such a change

48

Table of Contents

may result in an amendment of pricing under the credit agreement to reflect prevailing market conditions. The credit agreements and the MDA Note Purchase Agreement contain a series of positive and negative covenants which MDA must comply with, including the achievement or maintenance of stated financial ratios. If MDA fails to comply with any covenants and is unable to obtain a waiver thereof, the lenders may be able to take certain actions with respect to the amounts owing under such agreements, including early payment thereof. Any such actions could have a material adverse effect on the financial condition of MDA.

MDA has provided, and may provide in the future, partial financing of working capital to or on behalf of its customers to enable it to remain competitive in certain satellite construction contracts. MDA has in the past implemented these investments in the form of orbital receivables, work-in-progress, performance guarantees, or bridge financing indemnification of third party lenders. MDA may also arrange for partial or full third party financing with export credit agencies to be provided to its customers, which may be partially guaranteed by MDA. If a customer defaults on an obligation to MDA or to an indemnified third party, this could have a significant impact on MDA’s business and results of operations. Financing provided by MDA and third party financing arranged by MDA may be linked to MDA’s ability to deliver the satellite in orbit. If MDA cannot achieve a successful in orbit delivery, MDA could be liable for repayment of amounts received from third party finance providers and could forfeit amounts financed by MDA and any future amounts that would have otherwise been earned. MDA undertakes significant customer due diligence prior to providing any financial support to customers and will attempt to limit its exposure through the use of insurance products and other contractual measures but there can be no assurance that such products will be available or will be at a cost that is economically viable.

MDA has in the past, and may continue in the future to, receive government grants for research and development activities and other business initiatives. Any agreement or grant of this nature with government may be accompanied by contractual obligations applicable to MDA which may result in the grant money becoming repayable if certain requirements are not met. A failure to meet contractual obligations under such agreements and grants and a consequent requirement to repay money received could negatively impact MDA’s results of operations and financial condition.

The failure to complete MDA’s firm fixed price contracts or the termination of such contracts may have an adverse impact on MDA’s financial condition.

A large percentage of MDA’s contracts are firm fixed price contracts, whereby MDA agrees to perform certain work for a fixed price and absorb any cost overruns. There is risk in every firm fixed price contract that MDA will be unable to deliver under the contract within the time specified and at a cost to MDA which is less than the contract price. Furthermore, a termination of a contract for default or schedule delays that are caused by actions or inactions by MDA could result in significant financial penalties to MDA. These firm fixed price contracts may involve the completion of satellite development and manufacturing, large-scale system engineering, software, hardware and product development projects. Estimates of contract costs are based on a number of assumptions, such as future economic conditions, productivity of MDA’s employees, performance of MDA’s subcontractors and suppliers, price and availability of labor and materials, and other requirements that may affect contract costs and schedule. Although considered reasonable by MDA, these assumptions are inherently uncertain. MDA also has processes and systems in place to reasonably measure and monitor the technical and financial performance of contracts and, together with the customer, continuously monitors these projects to identify early warnings related to these risks.

MDA’s business may be adversely affected by deterioration in the credit quality of, or defaults under its contracts with, third parties with whom MDA does business.

MDA has certain commercial customers that are either highly leveraged or are in the development stages and may not be fully funded. There is a risk that these customers will be unable to meet their payment obligations, or are significantly delayed in meeting their payment obligations, under the satellite construction

49

Table of Contents

contracts. In the event that any of MDA’s customers encounter financial difficulties, MDA’s cash flows and liquidity may be materially and adversely affected. MDA may not be able to mitigate these effects because it manufactures satellites to each customer’s specifications and generally purchases materials in response to a particular customer contract. Moreover, many of the satellite construction contracts include orbital receivables, and certain satellite construction contracts may require MDA to provide vendor financing to or on behalf of its customers, including guarantees or a combination of these contractual terms. To the extent that MDA’s contracts contain orbital receivables provisions or MDA provides vendor financing to or on behalf of its customers, MDA’s financial exposure is further increased.

There is a risk that MDA will not be able to access export credit financing to facilitate the sale of MDA’s communication satellites and other products to non-Canadian and non-United States customers.

Fluctuations in foreign exchange rates could have a negative impact on MDA’s business.

MDA’s revenues, expenses, assets and liabilities denominated in currencies other than the Canadian dollar are translated into Canadian dollars for the purposes of compiling its consolidated financial statements. MDA uses hedging strategies to manage and minimize the impact of exchange rate fluctuations on its cash flow and economic profits. There are complexities inherent in determining whether and when foreign exchange exposures will materialize, in particular given the possibility of unpredictable revenue variations arising from schedule delays and contract postponements. Furthermore, MDA could be exposed to the risk of non-performance of its hedging counterparties. MDA may also have difficulty in fully implementing its hedging strategy depending on the willingness of hedging counterparties to extend credit. Accordingly, no assurances may be given that MDA’s exchange rate hedging strategy will protect it from significant changes or fluctuations in revenues and expenses denominated in non-Canadian dollars.

MDA’s business is vulnerable to natural disasters and other disruptions that may adversely affect its business, financial conditions or results of operations.

MDA is vulnerable to natural disasters, in particular seismic activity. MDA’s satellite manufacturing operations are located in California in proximity to the San Andreas fault line, one of the longest and most heavily populated earthquake-prone rifts in the world. MDA’s operations could also be subject to other natural disasters or significant disruptions including tsunamis, floods, earthquakes, fires, water shortages, other extreme weather conditions, medical epidemics, acts of terrorism, power shortages and blackouts, and telecommunications failures. In the event of such a natural disaster or other disruption, MDA could experience: disruptions to its operations or the operations of suppliers, subcontractors, distributors or customers; destruction of facilities; and / or loss of life.

While MDA has attempted to limit its exposure through the use of insurance products and other contingency measures, there can be no assurance that, after such an event, MDA would be able to recover its business to the same operating level as prior to the event.

MDA’s operations are subject to governmental law and regulations relating to environmental matters, which may expose MDA to significant costs and liabilities that could negatively impact its financial condition.

MDA is subject to various federal, state, provincial and local environmental laws and regulations relating to the operation of its businesses, including those governing pollution, the handling, storage, disposal and transportation of hazardous substances, and the ownership and operation of real property. While MDA does not operate environmentally sensitive manufacturing processes at its company-owned facilities in Montreal, Quebec and Palo Alto, California, there can be no assurance that the previous owners of these properties had strictly complied with such environmental laws and regulations. Such laws and regulations may result in significant liabilities and costs to MDA due to the actions or inactions of the previous owners.

50

Table of Contents

Risks Relating to Investing in and Ownership of MDA’s Common Shares

MDA’s common shares have no trading history in the United States.

The MDA common shares currently trade on the TSX. It is a condition to the completion of the merger that the MDA common shares issued pursuant to the merger agreement be authorized for listing on the NYSE or the NASDAQ, in addition to the TSX. Currently, there is no public market in the United States for the MDA common shares. The price at which the MDA common shares will trade on the NYSE, NASDAQ and TSX may be lower than the value for which they are exchanged at the closing of the merger. In addition, because the liquidity and trading patterns of securities listed on the TSX may be substantially different from those of securities traded on the NYSE or NASDAQ, historical trading prices may not be indicative of the prices at which the MDA common shares will trade in the future on the NYSE or NASDAQ.

MDA’s common shares will be traded on more than one market and this may result in price variations.

Trading in the MDA common shares on the NYSE or NASDAQ and TSX will take place in different currencies (U.S. dollars on the NYSE or NASDAQ and Canadian dollars on the TSX), and at different times (resulting from different trading days and different public holidays in the United States and Canada). The trading prices of the MDA common shares on these two markets may at times differ due to these and other factors. Any decrease in the price of MDA’s common shares on the TSX could cause a decrease in the trading price of the MDA common shares on the NYSE or NASDAQ and vice versa. There can be no assurance that the expected benefits of listing the MDA common shares on the NYSE or NASDAQ will be realized or, if realized, that such benefits will be sustained.

The market price of MDA common shares following the consummation of the merger could be volatile and DigitalGlobe shareowners could lose all or part of their investment.

Notwithstanding the fact that MDA will issue a significant number of MDA common shares to DigitalGlobe shareowners in connection with the merger, there is no guarantee that a significant market for the MDA common shares will develop or be sustained on the NYSE or NASDAQ following the merger. DigitalGlobe shareowners may decide to sell the common shares received by them in the merger, which will generally be eligible for immediate resale, rather than remain MDA shareholders, which could have an adverse impact on the trading price of the common shares. As MDA is a company organized under the laws of British Columbia and is not as well-known to investors in the United States as it is in Canada, investors in Canada may be more likely to purchase any MDA common shares sold by DigitalGlobe shareowners following the merger. If a substantial portion of the common shares issued to DigitalGlobe shareowners are sold to investors in Canada following the merger, the trading price of the MDA common may decrease as a result of such sales. In addition, a perception among investors that such sales will occur could depress the market price of the MDA common shares prior to the issuance of common shares in connection with the merger. In the past, following periods of large price declines in the public market price of a company’s securities, securities class action litigation has often been initiated against that company. Litigation of this type against MDA could result in substantial costs and diversion of management’s attention and resources, which would adversely affect its business. Any adverse determination in litigation against MDA could also subject it to significant liabilities.

As a foreign private issuer, MDA is permitted to follow certain home country corporate governance practices instead of otherwise applicable SEC and NYSE or NASDAQ requirements, which may result in less protection than is accorded to investors under rules applicable to U.S. domestic issuers.

As a foreign private issuer, in reliance on NYSE or NASDAQ rules that permit a foreign private issuer to follow the corporate governance practices of its home country, MDA will be permitted to follow certain Canadian corporate governance practices instead of those otherwise required under the corporate governance standards for U.S. domestic issuers. Following the listing of the MDA common shares on the NYSE or NASDAQ, MDA expects to follow Canadian home country practices with regard to obtaining shareholder

51

Table of Contents

approval for certain dilutive events. MDA may in the future elect to follow Canadian home country practices with regard to other matters such as the formation and composition of its board of directors, its audit, human resources and management compensation and governance and nominating committees and separate sessions of independent directors. Accordingly, MDA’s shareholders may not be afforded the same protection as provided under NYSE or NASDAQ corporate governance rules. Following Canadian home country governance practices, as opposed to the requirements that would otherwise apply to a U.S. company listed on the NYSE or NASDAQ, may provide less protection than is accorded to investors in U.S. domestic issuers.

As a foreign private issuer, MDA will not be subject to the provisions of Regulation FD or U.S. proxy rules and will be exempt from filing certain U.S. Exchange Act reports, which could result in MDA common shares being less attractive to investors.

As a foreign private issuer, MDA will be exempt from a number of requirements under U.S. securities laws that apply to public companies that are not foreign private issuers. In particular, MDA will be exempt from the rules and regulations under the U.S. Exchange Act related to the furnishing and content of proxy statements, and MDA’s officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. In addition, MDA will not be required under the U.S. Exchange Act to file annual and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the U.S. Exchange Act and MDA will generally be exempt from filing quarterly reports with the SEC under the U.S. Exchange Act. MDA will also be exempt from the provisions of Regulation FD, which prohibits the selective disclosure of material nonpublic information to, among others, broker-dealers and holders of a company’s securities under circumstances in which it is reasonably foreseeable that the holder will trade in the company’s securities on the basis of the information. Even though MDA intends to comply voluntarily with Regulation FD and will comply with applicable Canadian securities laws and regulations, these exemptions and leniencies may reduce the frequency and scope of information and protections to which you are entitled as an investor.

MDA would lose its foreign private issuer status if a majority of its shares are held by U.S. persons and a majority of its directors or executive officers are U.S. citizens or residents or MDA fails to meet additional requirements necessary to avoid loss of foreign private issuer status. Although MDA has elected to comply with certain U.S. regulatory provisions, loss of foreign private issuer status would make compliance with such provisions mandatory. The regulatory and compliance costs to MDA under U.S. securities laws as a U.S. domestic issuer may be significantly higher than the costs MDA incurs as a Canadian foreign private issuer eligible to use the Multi-Jurisdictional Disclosure System, or “MJDS”. If MDA ceases to be a foreign private issuer, it would not be eligible to use the MJDS or other foreign issuer forms and will be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. MDA may also be required to modify certain of its policies to comply with the governance obligations of U.S. domestic issuers. Such modifications will involve additional costs. In addition, MDA would lose its ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.

52

Table of Contents

THE SPECIAL MEETING

DigitalGlobe is providing this proxy statement/prospectus to DigitalGlobe shareowners for the solicitation of proxies to be voted at the special meeting that DigitalGlobe has called for the purposes described below. This proxy statement/prospectus is first being mailed to DigitalGlobe shareowners on or about                     , 2017 and provides DigitalGlobe shareowners with the information they need to know about the merger and the proposals to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place of the Special Meeting

The special meeting will be held at                 , Mountain Time, on                     , 2017, at DigitalGlobe’s corporate headquarters located at 1300 West 120th Avenue, Westminster, Colorado 80234, or at any adjournment or postponement thereof.

Purpose of the Special Meeting

At the special meeting, DigitalGlobe shareowners will be asked to consider and vote on the following proposals, which we collectively refer to as the “proposals”:

Each of the proposals is described in more detail in the sections entitled “ The Merger Proposal ”, “ The Advisory Compensation Proposal ” and “ The Adjournment Proposal ”, respectively. DigitalGlobe does not expect a vote to be taken on any matters, other than the proposals, at the special meeting or any adjournment or postponement thereof. However, DigitalGlobe shareowners may also be asked to transact such other business as may properly be brought before the special meeting or any adjournment or postponement thereof.

Recommendation of the DigitalGlobe Board of Directors

The DigitalGlobe board of directors has (a) determined and declared that the merger agreement is advisable and fair to, and in the best interests of, DigitalGlobe and its shareowners, (b) determined that the merger agreement and the transactions contemplated thereby, including the merger, taken together, are at a price and on terms that are in the best interests of DigitalGlobe and its shareowners, (c) unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and (d) resolved, subject to the terms of the merger agreement, to recommend adoption of the merger agreement by the DigitalGlobe shareowners. The DigitalGlobe board of directors unanimously recommends that DigitalGlobe shareowners vote “ FOR ” the merger proposal, “ FOR ” the advisory compensation proposal and “ FOR ” the adjournment proposal.

For more information, see the section entitled “ The Merger Proposal—DigitalGlobe’s Reasons for the Merger; Recommendation of the DigitalGlobe Board of Directors .”

In considering the recommendation of the DigitalGlobe board of directors with respect to the proposals, you should be aware that DigitalGlobe’s directors and executive officers have interests that are different from, or in addition to, the interests of DigitalGlobe shareowners generally. For more information, see the section entitled “ The Merger Proposal—Interests of DigitalGlobe ’ s Directors and Executive Officers in the Merger .”

53

Table of Contents

Record Date and Outstanding Shares of DigitalGlobe Common Stock and DigitalGlobe Preferred Stock

Only DigitalGlobe shareowners of record as of the close of business on                     , 2017 (the “record date”) will be entitled to receive notice of, and to vote at, the special meeting or at any adjournment or postponement thereof.

A complete list of DigitalGlobe shareowners entitled to vote at the special meeting will be available for inspection at DigitalGlobe’s principal place of business during regular business hours for a period of no less than 10 days before the special meeting and, during the special meeting, in each case, at the DigitalGlobe corporate headquarters, 1300 West 120th Avenue, Westminster, Colorado 80234.

Common Stock

Each share of DigitalGlobe common stock outstanding as of the record date is entitled to one vote on each proposal presented for consideration at the special meeting. As of the close of business on the record date, there were              shares of DigitalGlobe common stock issued and outstanding and entitled to vote at the special meeting.

Preferred Stock

Each share of DigitalGlobe preferred stock outstanding as of the record date is entitled to that whole number of votes equal to the number of shares of DigitalGlobe common stock into which such DigitalGlobe preferred stock would be convertible into on the record date, voting together as a single class with the holders of common stock on an as-converted to DigitalGlobe common stock basis. As of the close of business on the record date, there were              shares of DigitalGlobe preferred stock issued and outstanding and entitled to vote at the special meeting, which outstanding shares of DigitalGlobe preferred stock were convertible into               shares of DigitalGlobe common stock as of the record date.