Polyrizon Signs MOU to Acquire 51% Stake in Arrow Aviation

Polyrizon announced the signing of a non-binding Memorandum of Understanding with Arrow Aviation, a global private aviation company. Under the terms of the MOU, Polyrizon intends to acquire a 51% stake in Arrow Aviation on a fully diluted basis through a cash investment of NIS 18M, or approximately $5M, marking a strategic expansion into the high-growth private aviation sector. The company said, "Arrow Aviation, with annual unaudited revenues of approximately $19M and adjusted EBITDA of approximately $3M, is a leading provider of private aviation services, operating a fleet of executive jets and delivering uncompromising, high-standard VIP flights tailored to diverse needs. Arrow Aviation offers private flights for leisure or business, including destination stays, escorts, and seamless connections to subsequent destinations. Its services extend to the public sector, supporting government offices and public entities with specialized flights, such as ambulance and medical evacuations, air rescues, special-needs transport, medical tourism, and cargo operations, including the handling of sensitive and hazardous materials under special licenses. Arrow Aviation serves business, private, and public clients with personalized, point-to-point solutions, underpinned by a passion for aviation, extensive industry expertise, and a full operational infrastructure featuring a complete aircraft fleet and dozens of highly skilled pilots holding professional licenses for private, commercial, hazardous materials, and other specialized flights.: The proposed transaction includes ancillary arrangements, such as the transfer of a Hawker 800 aircraft valued at $3.5M to Arrow Aviation by a third party, in exchange for a convertible note issued by Polyrizon. Additionally, existing Arrow Aviation shareholders will forgive outstanding shareholder debts owed by Arrow Aviation in return for convertible notes from Polyrizon, enabling Arrow Aviation to emerge debt-free from institutional obligations post-closing. The MOU also outlines mutual call and put options on the remaining 49% of Arrow Aviation's shares, exercisable after two years, based on agreed valuation multiples tied to financial metrics like EBITDA or revenue, which may result in Polyrizon acquiring 100% of Arrow Aviation on a fully diluted basis. The signing of a definitive agreement is expected to occur within 30 days of the MOU, subject to due diligence, after which the closing of the acquisition would be expected to occur following the satisfaction of customary closing conditions.